united states
securities and exchange commission
washington, d.c. 20549
form n-csr
certified shareholder report of registered management
investment companies
Investment Company Act file number 811-22554
Vertical Capital Income Fund
(Exact name of registrant as specified in charter)
80 Arkay Drive, Suite 110, Hauppauge, NY 11788
(Address of principal executive offices) (Zip code)
James Ash, Gemini Fund Services, LLC
17605 Wright Street, Omaha, Nebraska, 68130
(Name and address of agent for service)
Registrant's telephone number, including area code: 631-470-2616
Date of fiscal year end: 9/30
Date of reporting period: 3/31/15
Item 1. Reports to Stockholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vertical Capital Income Fund |
Cusip: 92535C104 |
VCAPX |
|
|
|
| Semi-Annual Report | |
| March 31, 2015 | |
|
|
|
|
|
|
|
|
|
|
Investor Information: 1-866-277-VCIF |
|
|
|
|
|
|
|
|
|
|
|
This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing contained herein is to be considered an offer of sale or solicitation of an offer to buy shares of the Vertical Capital Income Fund. Such offering is made only by prospectus, which includes details as to offering price and other material information. |
|
Distributed by Northern Lights Distributors, LLC Member FINRA |
|
March 31, 2015
Dear Shareholders:
The first half of our fiscal year has seen an environment of mixed economic reports, political uncertainty, interest rate speculation, and, consequently, market volatility.
Despite continued volatility in the markets, however, the Vertical Capital Income Fund had a six month total return (load waived) of 5.45%, while the Fund’s benchmark, the Barclays Capital Mortgage Backed Securities Index had a total return of 2.86% through March 31, 2015. Including the maximum load, the Fund had a six month total return of .70% through March 31, 2015.
The Fund’s comparatively strong returns are primarily due to the high level of interest income and lower interest rate sensitivity when compared to the benchmark, in addition to a growing collateral gap in our portfolio (as defined below). Additionally, the Fund produced a total distribution over the six month period of $.2663/share. Our current SEC Annual Yield is 4.09% as measured on March 31, 2015.
The period began with a market consensus that the end of the Fed’s bond buying program (Quantitative Easing) in October, along with improving economic growth, would lead to significant losses for fixed income investors. However, U.S. fixed-income securities rallied during the first half of the Fund’s fiscal year, resulting from weak economic growth abroad and new stimulus programs by central banks in Europe and Asia. Plummeting oil prices combined with the ongoing conflict in the Middle East and Ukraine, as well as political concerns in Greece fueled investor fears, driving overall demand for bonds. The yield on the 10-year U.S. Treasury note fell as low as 1.68% during the period, its lowest level since May 2013. This was combined with a volatile start to 2015 for fixed income in general, and was the fifth consecutive quarter of declines in US Treasuries, marking the longest of such periods since 2001.
The U.S. dollar strengthened against the euro, rising over 11%, which in turn led to losses in those indexes denominated in U.S. dollars but invested in foreign-denominated securities. As the European Central Bank began its quantitative easing program in early March, interest rates across Europe have hit new all-time lows. In our opinion, the flattening yield curve is being driven by a combination of the moderating economic condition in the United States, as well as increased demand from global investors who may be attracted to U.S.-denominated fixed-income securities for the higher yield and safety in the strengthening dollar.
There has also been increasing concern about the Federal Reserve raising rates; after the mid-March meeting, indications are now that the first increase in rates since 2006 is unlikely before September, as the Fed watches for signs of a rise in inflation. That being said, minutes from the Fed meeting suggest they haven’t ruled out a June rate increase.
Though the U.S. economic recovery has appeared to be picking up, with three consecutive quarters of positive GDP growth, accelerated hiring, and improving consumer confidence, early reports for the first quarter of 2015 are much less optimistic. Lower energy prices should benefit both consumers and businesses alike, but the sharp decline in oil prices has also created some uncertainty. Additionally, the US stock market, despite delivering a double-digit gain in the S&P 500 for the third consecutive year in 2014, has seen substantial volatility during the first half of our fiscal year, posting no gain during the first quarter of 2015. And, finally, though
the housing market has firmed up in certain areas, it has not as a whole. Despite historically low mortgage rates and improving home prices, there continue to be “trapped” homeowners who are unable to sell and qualify for a new mortgage or unable to qualify for refinance.
Given such a challenging backdrop, the performance of the Fund has remained positive. In the Fund, there are currently 960 residential mortgage notes with a total portfolio value of $153,897,538 and represents an outstanding unpaid principal balance of $189,161,006. The difference between the total portfolio value and the unpaid principal balance represents the “collateral gap,” which is valued at $35,263,468. (Note: The “collateral gap” in part represents the potential total return of the Fund over time.)
The portfolio is regionally diversified over 46 states. Since the inception of the Fund, December 31, 2011, we have had 46 notes that paid off at full value, which have realized the discount of the unpaid principal balance sooner.
Finally, the Fund assets under management grew from $108,356,388 on October 1, 2014 to $147,700,469 on March 31, 2015.
We believe the current environment bodes well for the Fund, as we continue to see many opportunities to make appropriate purchases that we believe will enhance the total return generated in the future. Of course, there is no guarantee that any investment strategy will achieve its objectives, generate profits or avoid losses.
Thank you for your investment in the Vertical Capital Income Fund.
Regards,
Gus Altuzarra
Managing Member, Vertical Capital Asset Management, LLC
Chris Chase
Managing Member, Vertical Capital Asset Management, LLC
Barclays U.S. MBS Index (mortgage- backed securities) covers the mortgage- backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). The S&P 500® Index is an unmanaged composite of 500 large capitalization companies. This index is widely used by professional investors as a performance benchmark for large-cap stocks. Investors cannot directly invest in an index, and unmanaged index returns do not reflect any fees, expenses, or sales charges.
The Fund’s distribution rate may be affected by numerous factors, including changes in realized and projected market returns, Fund performance, and other factors. There can be no assurance that an unanticipated change in market conditions or other unforeseen factors will not result in a change in the Fund’s distribution rate at a future time. The Fund’s distribution amounts were calculated based on the ordinary income received from the underlying investments, any short-term capital gains realized from the disposition of such investments will be paid out annually. A portion of the distributions may consist of a return of capital based on the character of the distributions received from the underlying holdings. Distributions shown are Cumulative.
2200-NLD-4/15/2015
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES - 104.4% | | | | | | | | | | |
$ | 311,490 | | | Loan ID 200001 | | Fixed | | 6.250% | | 4/1/2038 | | $ | 215,557 | |
| 122,563 | | | Loan ID 200003 | | Balloon | | 7.250% | | 9/1/2035 | | | 88,636 | |
| 314,071 | | | Loan ID 200004 | | Fixed | | 7.990% | | 10/1/2036 | | | 236,379 | |
| 165,773 | | | Loan ID 200005 | | Fixed | | 4.750% | | 8/1/2039 | | | 142,078 | |
| 74,258 | | | Loan ID 200006 | | ARM | | 7.990% | | 1/1/2036 | | | 56,134 | |
| 36,086 | | | Loan ID 200007 | | ARM | | 6.000% | | 2/1/2028 | | | 25,955 | |
| 53,985 | | | Loan ID 200008 | | ARM | | 3.875% | | 3/28/2035 | | | 33,760 | |
| 52,477 | | | Loan ID 200012 | | ARM | | 9.800% | | 7/1/2037 | | | 44,131 | |
| 58,801 | | | Loan ID 200013 | | Fixed | | 5.250% | | 9/1/2040 | | | 37,840 | |
| 36,114 | | | Loan ID 200015 | | Fixed | | 7.000% | | 8/1/2030 | | | 26,733 | |
| 41,725 | | | Loan ID 200016 | | ARM | | 10.375% | | 1/1/2031 | | | 37,076 | |
| 50,112 | | | Loan ID 200017 | | ARM | | 6.375% | | 8/1/2030 | | | 37,490 | |
| 55,707 | | | Loan ID 200018 | | Fixed | | 7.000% | | 1/1/2033 | | | 40,568 | |
| 64,089 | | | Loan ID 200019 | | Fixed | | 4.000% | | 12/1/2036 | | | 39,585 | |
| 81,565 | | | Loan ID 200020 | | Fixed | | 5.630% | | 7/1/2033 | | | 56,511 | |
| 102,035 | | | Loan ID 200023 | | Fixed | | 5.875% | | 12/1/2050 | | | 68,976 | |
| 144,052 | | | Loan ID 200025 | | ARM | | 2.875% | | 3/1/2034 | | | 83,935 | |
| 205,980 | | | Loan ID 200026 | | Fixed | | 4.750% | | 1/1/2050 | | | 64,827 | |
| 228,102 | | | Loan ID 200028 | | Fixed | | 3.750% | | 6/1/2050 | | | 211,734 | |
| 226,330 | | | Loan ID 200029 | | Fixed | | 4.310% | | 7/1/2037 | | | 139,684 | |
| 242,669 | | | Loan ID 200030 | | ARM | | 5.750% | | 1/1/2038 | | | 162,373 | |
| 284,504 | | | Loan ID 200031 | | Fixed | | 5.000% | | 1/1/2051 | | | 248,552 | |
| 313,925 | | | Loan ID 200032 | | Fixed | | 3.130% | | 1/1/2051 | | | 271,858 | |
| 433,500 | | | Loan ID 200033 | | ARM | | 6.375% | | 6/1/2036 | | | 294,248 | |
| 574,209 | | | Loan ID 200035 | | Fixed | | 3.000% | | 11/1/2050 | | | 329,951 | |
| 69,710 | | | Loan ID 200036 | | Fixed | | 7.940% | | 1/12/2034 | | | 53,224 | |
| 169,307 | | | Loan ID 200037 | | Fixed | | 7.800% | | 5/1/2035 | | | 127,071 | |
| 168,850 | | | Loan ID 200038 | | ARM | | 6.498% | | 3/1/2037 | | | 114,856 | |
| 27,194 | | | Loan ID 200039 | | Fixed | | 11.500% | | 11/5/2033 | | | 25,426 | |
| 126,660 | | | Loan ID 200041 | | Fixed | | 4.875% | | 8/1/2039 | | | 79,875 | |
| 42,952 | | | Loan ID 200042 | | Fixed | | 7.000% | | 12/1/2037 | | | 31,370 | |
| 65,718 | | | Loan ID 200043 | | Fixed | | 6.125% | | 7/1/2039 | | | 44,652 | |
| 125,494 | | | Loan ID 200045 | | Fixed | | 5.625% | | 12/1/2038 | | | 84,178 | |
| 41,377 | | | Loan ID 200046 | | Fixed | | 8.000% | | 7/1/2027 | | | 34,704 | |
| 55,111 | | | Loan ID 200048 | | Fixed | | 5.500% | | 8/1/2039 | | | 35,730 | |
| 245,831 | | | Loan ID 200049 | | Fixed | | 3.875% | | 3/1/2042 | | | 207,676 | |
| 175,137 | | | Loan ID 200050 | | ARM | | 5.250% | | 11/1/2050 | | | 115,749 | |
| 89,285 | | | Loan ID 200051 | | Fixed | | 6.500% | | 10/1/2040 | | | 61,972 | |
| 163,213 | | | Loan ID 200052 | | Fixed | | 5.125% | | 5/1/2040 | | | 107,321 | |
| 60,540 | | | Loan ID 200053 | | Fixed | | 4.000% | | 9/1/2042 | | | 56,094 | |
| 58,015 | | | Loan ID 200054 | | Fixed | | 8.250% | | 3/1/2039 | | | 44,341 | |
| 85,830 | | | Loan ID 200055 | | Fixed | | 10.000% | | 1/5/2036 | | | 73,373 | |
| 280,487 | | | Loan ID 200056 | | Fixed | | 7.375% | | 12/1/2037 | | | 210,154 | |
| 127,883 | | | Loan ID 200057 | | ARM | | 2.625% | | 10/1/2036 | | | 109,254 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
��
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 61,248 | | | Loan ID 200059 | | Fixed | | 6.000% | | 8/1/2039 | | $ | 41,211 | |
| 36,378 | | | Loan ID 200060 | | Fixed | | 5.750% | | 8/1/2039 | | | 24,028 | |
| 35,912 | | | Loan ID 200061 | | Fixed | | 5.750% | | 7/1/2024 | | | 28,491 | |
| 186,976 | | | Loan ID 200064 | | Fixed | | 4.875% | | 4/1/2034 | | | 163,799 | |
| 27,629 | | | Loan ID 200065 | | ARM | | 6.875% | | 1/1/2037 | | | 9,506 | |
| 152,369 | | | Loan ID 200066 | | ARM | | 5.000% | | 1/1/2037 | | | 130,218 | |
| 691,377 | | | Loan ID 200067 | | ARM | | 3.625% | | 7/1/2037 | | | 412,854 | |
| 230,588 | | | Loan ID 200072 | | Fixed | | 5.040% | | 2/1/2051 | | | 136,559 | |
| 195,256 | | | Loan ID 200073 | | Fixed | | 5.210% | | 2/1/2026 | | | 153,716 | |
| 173,102 | | | Loan ID 200074 | | Fixed | | 5.110% | | 2/1/2031 | | | 124,975 | |
| 214,947 | | | Loan ID 200075 | | Fixed | | 4.250% | | 2/1/2042 | | | 126,266 | |
| 178,601 | | | Loan ID 200076 | | Fixed | | 4.250% | | 12/1/2041 | | | 105,066 | |
| 78,630 | | | Loan ID 200077 | | Fixed | | 3.750% | | 8/1/2042 | | | 44,106 | |
| 36,480 | | | Loan ID 200078 | | Fixed | | 7.000% | | 8/1/2036 | | | 34,003 | |
| 140,287 | | | Loan ID 200079 | | Fixed | | 2.000% | | 8/1/2049 | | | 72,913 | |
| 93,195 | | | Loan ID 200080 | | ARM | | 8.250% | | 5/1/2037 | | | 74,237 | |
| 78,177 | | | Loan ID 200081 | | Fixed | | 2.000% | | 9/1/2037 | | | 66,591 | |
| 69,670 | | | Loan ID 200082 | | Fixed | | 8.250% | | 4/1/2040 | | | 53,089 | |
| 116,706 | | | Loan ID 200083 | | ARM | | 4.000% | | 10/1/2046 | | | 97,346 | |
| 192,689 | | | Loan ID 200084 | | Fixed | | 7.000% | | 3/1/2039 | | | 141,770 | |
| 167,571 | | | Loan ID 200086 | | Fixed | | 2.000% | | 11/1/2050 | | | 143,387 | |
| 228,254 | | | Loan ID 200087 | | Fixed | | 5.000% | | 3/1/2051 | | | 148,755 | |
| 127,453 | | | Loan ID 200088 | | Fixed | | 7.000% | | 6/1/2039 | | | 93,773 | |
| 273,110 | | | Loan ID 200089 | | Fixed | | 2.000% | | 3/1/2052 | | | 145,446 | |
| 74,550 | | | Loan ID 200090 | | Fixed | | 2.000% | | 11/1/2036 | | | 63,737 | |
| 292,524 | | | Loan ID 200091 | | Fixed | | 2.000% | | 11/1/2051 | | | 154,356 | |
| 277,600 | | | Loan ID 200092 | | Fixed | | 2.375% | | 5/1/2036 | | | 153,317 | |
| 141,230 | | | Loan ID 200093 | | Fixed | | 4.000% | | 2/1/2038 | | | 127,348 | |
| 234,518 | | | Loan ID 200094 | | ARM | | 2.625% | | 9/1/2037 | | | 199,224 | |
| 222,354 | | | Loan ID 200096 | | ARM | | 4.375% | | 8/1/2037 | | | 137,770 | |
| 118,758 | | | Loan ID 200097 | | ARM | | 2.625% | | 6/1/2035 | | | 66,615 | |
| 82,342 | | | Loan ID 200099 | | Fixed | | 8.250% | | 3/1/2040 | | | 62,771 | |
| 388,888 | | | Loan ID 200100 | | Fixed | | 2.000% | | 7/1/2037 | | | 204,939 | |
| 76,051 | | | Loan ID 200102 | | Fixed | | 8.250% | | 3/1/2040 | | | 60,581 | |
| 106,429 | | | Loan ID 200103 | | ARM | | 3.250% | | 9/1/2034 | | | 64,231 | |
| 121,388 | | | Loan ID 200105 | | Fixed | | 2.000% | | 12/1/2050 | | | 104,286 | |
| 97,102 | | | Loan ID 200106 | | Fixed | | 2.000% | | 2/1/2052 | | | 84,019 | |
| 329,510 | | | Loan ID 200107 | | Fixed | | 2.000% | | 7/1/2052 | | | 173,201 | |
| 193,159 | | | Loan ID 200108 | | Fixed | | 3.000% | | 6/1/2047 | | | 96,895 | |
| 47,162 | | | Loan ID 200109 | | ARM | | 2.750% | | 4/1/2038 | | | 39,607 | |
| 116,147 | | | Loan ID 200110 | | Fixed | | 8.250% | | 8/1/2039 | | | 136,148 | |
| 188,589 | | | Loan ID 200111 | | Fixed | | 5.000% | | 11/1/2050 | | | 122,513 | |
| 307,616 | | | Loan ID 200112 | | Fixed | | 2.000% | | 9/1/2049 | | | 163,390 | |
| 204,470 | | | Loan ID 200113 | | ARM | | 2.950% | | 7/1/2037 | | | 113,932 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 116,690 | | | Loan ID 200114 | | Fixed | | 2.000% | | 10/1/2051 | | $ | 62,115 | |
| 270,203 | | | Loan ID 200115 | | Fixed | | 2.000% | | 11/1/2051 | | | 140,438 | |
| 152,023 | | | Loan ID 200116 | | Fixed | | 7.125% | | 3/1/2039 | | | 112,207 | |
| 86,608 | | | Loan ID 200118 | | ARM | | 2.625% | | 6/1/2035 | | | 49,428 | |
| 102,931 | | | Loan ID 200121 | | ARM | | 2.625% | | 1/1/2035 | | | 59,054 | |
| 148,167 | | | Loan ID 200122 | | ARM | | 2.625% | | 6/1/2035 | | | 84,561 | |
| 147,072 | | | Loan ID 200124 | | ARM | | 3.450% | | 6/1/2037 | | | 85,213 | |
| 314,564 | | | Loan ID 200125 | | Fixed | | 2.000% | | 5/1/2051 | | | 268,353 | |
| 129,421 | | | Loan ID 200126 | | Fixed | | 8.250% | | 8/1/2039 | | | 98,621 | |
| 145,373 | | | Loan ID 200127 | | Fixed | | 5.000% | | 8/1/2039 | | | 94,590 | |
| 52,474 | | | Loan ID 200128 | | Fixed | | 2.000% | | 7/1/2037 | | | 44,715 | |
| 469,154 | | | Loan ID 200129 | | Fixed | | 4.625% | | 3/1/2052 | | | 297,105 | |
| 109,621 | | | Loan ID 200130 | | Fixed | | 4.500% | | 8/1/2042 | | | 92,876 | |
| 38,205 | | | Loan ID 200131 | | Fixed | | 3.875% | | 11/1/2027 | | | 34,507 | |
| 237,778 | | | Loan ID 200133 | | Fixed | | 3.490% | | 1/1/2043 | | | 199,719 | |
| 191,854 | | | Loan ID 200134 | | Fixed | | 3.750% | | 12/1/2042 | | | 174,081 | |
| 128,123 | | | Loan ID 200135 | | Fixed | | 4.375% | | 12/1/2042 | | | 110,140 | |
| 261,151 | | | Loan ID 200136 | | Fixed | | 2.875% | | 10/1/2027 | | | 235,591 | |
| 131,482 | | | Loan ID 200137 | | Fixed | | 4.500% | | 9/1/2042 | | | 114,692 | |
| 52,593 | | | Loan ID 200139 | | Fixed | | 4.625% | | 5/1/2027 | | | 38,206 | |
| 44,036 | | | Loan ID 200140 | | Fixed | | 3.625% | | 12/1/2027 | | | 39,735 | |
| 82,502 | | | Loan ID 200141 | | Fixed | | 4.250% | | 2/1/2042 | | | 69,168 | |
| 188,187 | | | Loan ID 200142 | | Fixed | | 3.300% | | 1/1/2037 | | | 110,234 | |
| 132,015 | | | Loan ID 200143 | | Fixed | | 3.000% | | 2/1/2037 | | | 106,700 | |
| 559,137 | | | Loan ID 200144 | | ARM | | 2.625% | | 10/1/2036 | | | 312,333 | |
| 285,815 | | | Loan ID 200145 | | Fixed | | 2.000% | | 8/1/2051 | | | 245,454 | |
| 251,474 | | | Loan ID 200147 | | ARM | | 3.125% | | 9/1/2037 | | | 144,271 | |
| 140,541 | | | Loan ID 200148 | | ARM | | 3.125% | | 9/1/2037 | | | 79,189 | |
| 164,249 | | | Loan ID 200149 | | ARM | | 3.125% | | 9/1/2037 | | | 116,732 | |
| 215,838 | | | Loan ID 200150 | | ARM | | 3.125% | | 9/1/2037 | | | 121,615 | |
| 102,838 | | | Loan ID 200151 | | ARM | | 3.125% | | 8/1/2037 | | | 58,009 | |
| 100,325 | | | Loan ID 200152 | | ARM | | 3.125% | | 9/1/2037 | | | 85,910 | |
| 1,818,056 | | | Loan ID 200153 | | ARM | | 2.875% | | 4/1/2037 | | | 1,546,079 | |
| 100,842 | | | Loan ID 200154 | | Fixed | | 11.050% | | 9/1/2037 | | | 91,381 | |
| 55,828 | | | Loan ID 200156 | | Fixed | | 8.130% | | 9/19/2032 | | | 43,520 | |
| 126,376 | | | Loan ID 200157 | | Fixed | | 3.750% | | 1/1/2043 | | | 111,996 | |
| 164,260 | | | Loan ID 200158 | | Fixed | | 3.625% | | 12/1/2042 | | | 148,991 | |
| 190,037 | | | Loan ID 200159 | | Fixed | | 3.750% | | 6/1/2042 | | | 162,977 | |
| 132,878 | | | Loan ID 200160 | | Fixed | | 3.250% | | 2/1/2043 | | | 72,381 | |
| 488,330 | | | Loan ID 200161 | | Fixed | | 3.875% | | 11/1/2041 | | | 413,009 | |
| 234,685 | | | Loan ID 200162 | | Fixed | | 3.875% | | 7/1/2042 | | | 198,031 | |
| 124,609 | | | Loan ID 200163 | | Fixed | | 4.000% | | 1/1/2042 | | | 105,417 | |
| 106,739 | | �� | Loan ID 200164 | | Fixed | | 4.000% | | 7/1/2042 | | | 101,637 | |
| 206,331 | | | Loan ID 200165 | | Fixed | | 4.375% | | 12/1/2041 | | | 175,040 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 127,222 | | | Loan ID 200166 | | Fixed | | 4.000% | | 2/1/2032 | | $ | 112,231 | |
| 134,344 | | | Loan ID 200168 | | Fixed | | 3.750% | | 10/1/2042 | | | 113,164 | |
| 25,577 | | | Loan ID 200169 | | Fixed | | 6.923% | | 9/1/2034 | | | 18,262 | |
| 450,693 | | | Loan ID 200170 | | ARM | | 2.625% | | 10/1/2036 | | | 247,336 | |
| 103,138 | | | Loan ID 200171 | | Fixed | | 6.500% | | 4/1/2036 | | | 89,033 | |
| 146,949 | | | Loan ID 200172 | | Fixed | | 7.250% | | 2/1/2037 | | | 105,212 | |
| 203,807 | | | Loan ID 200173 | | Fixed | | 3.575% | | 10/1/2046 | | | 77,266 | |
| 94,745 | | | Loan ID 200174 | | Fixed | | 7.340% | | 4/1/2037 | | | 68,167 | |
| 55,487 | | | Loan ID 200175 | | Fixed | | 9.600% | | 5/1/2037 | | | 45,841 | |
| 103,103 | | | Loan ID 200176 | | Fixed | | 6.600% | | 3/1/2037 | | | 70,205 | |
| 67,963 | | | Loan ID 200177 | | Fixed | | 8.000% | | 1/11/2022 | | | 60,596 | |
| 44,014 | | | Loan ID 200178 | | Fixed | | 6.500% | | 5/10/2016 | | | 42,687 | |
| 28,683 | | | Loan ID 200179 | | Fixed | | 7.250% | | 7/27/2019 | | | 18,722 | |
| 19,904 | | | Loan ID 200180 | | Fixed | | 6.500% | | 7/8/2016 | | | 19,231 | |
| 113,223 | | | Loan ID 200181 | | Fixed | | 7.500% | | 3/1/2016 | | | 110,190 | |
| 93,549 | | | Loan ID 200182 | | Fixed | | 8.750% | | 10/10/2016 | | | 90,520 | |
| 277,409 | | | Loan ID 200183 | | Fixed | | 4.125% | | 12/1/2032 | | | 229,295 | |
| 76,739 | | | Loan ID 200184 | | Fixed | | 4.375% | | 12/1/2042 | | | 61,203 | |
| 29,250 | | | Loan ID 200185 | | Fixed | | 5.375% | | 6/1/2042 | | | 18,779 | |
| 55,827 | | | Loan ID 200186 | | Fixed | | 5.125% | | 8/1/2042 | | | 49,050 | |
| 55,581 | | | Loan ID 200187 | | Fixed | | 5.875% | | 12/1/2039 | | | 36,968 | |
| 156,618 | | | Loan ID 200188 | | Fixed | | 3.875% | | 2/1/2043 | | | 131,867 | |
| 176,221 | | | Loan ID 200189 | | Fixed | | 4.125% | | 8/1/2042 | | | 146,196 | |
| 352,156 | | | Loan ID 200190 | | Fixed | | 3.625% | | 11/1/2042 | | | 320,217 | |
| 137,009 | | | Loan ID 200191 | | Fixed | | 4.125% | | 11/1/2042 | | | 112,561 | |
| 195,090 | | | Loan ID 200192 | | Fixed | | 4.250% | | 11/1/2042 | | | 177,684 | |
| 99,794 | | | Loan ID 200193 | | Fixed | | 3.875% | | 6/1/2042 | | | 90,854 | |
| 171,148 | | | Loan ID 200194 | | Fixed | | 4.750% | | 9/1/2041 | | | 146,283 | |
| 280,058 | | | Loan ID 200195 | | Fixed | | 3.875% | | 3/1/2042 | | | 236,587 | |
| 104,763 | | | Loan ID 200196 | | Fixed | | 4.500% | | 1/1/2043 | | | 90,679 | |
| 40,720 | | | Loan ID 200197 | | Fixed | | 4.750% | | 11/1/2042 | | | 35,474 | |
| 42,500 | | | Loan ID 200198 | | Fixed | | 5.250% | | 10/1/2042 | | | 35,848 | |
| 301,205 | | | Loan ID 200199 | | Fixed | | 4.000% | | 9/1/2042 | | | 286,796 | |
| 256,724 | | | Loan ID 200200 | | Fixed | | 3.875% | | 9/1/2042 | | | 207,990 | |
| 61,360 | | | Loan ID 200201 | | Fixed | | 5.125% | | 8/1/2041 | | | 53,931 | |
| 61,620 | | | Loan ID 200202 | | Fixed | | 4.375% | | 12/1/2042 | | | 58,049 | |
| 290,684 | | | Loan ID 200203 | | Fixed | | 4.250% | | 8/1/2042 | | | 245,856 | |
| 151,137 | | | Loan ID 200204 | | Fixed | | 3.875% | | 7/1/2042 | | | 122,465 | |
| 77,817 | | | Loan ID 200205 | | Fixed | | 5.000% | | 11/1/2041 | | | 68,209 | |
| 25,013 | | | Loan ID 200206 | | Fixed | | 3.990% | | 12/1/2042 | | | 21,092 | |
| 613,112 | | | Loan ID 200207 | | ARM | | 3.625% | | 3/1/2042 | | | 583,826 | |
| 51,809 | | | Loan ID 200208 | | Fixed | | 4.250% | | 1/1/2043 | | | 38,819 | |
| 221,252 | | | Loan ID 200209 | | Fixed | | 3.875% | | 8/1/2042 | | | 199,096 | |
| 92,286 | | | Loan ID 200210 | | Fixed | | 4.625% | | 5/1/2043 | | | 84,231 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 221,960 | | | Loan ID 200211 | | Fixed | | 3.750% | | 5/1/2042 | | $ | 205,632 | |
| 141,418 | | | Loan ID 200212 | | Fixed | | 3.875% | | 2/1/2042 | | | 112,845 | |
| 300,366 | | | Loan ID 200213 | | Fixed | | 4.125% | | 1/1/2038 | | | 203,283 | |
| 61,851 | | | Loan ID 200214 | | Fixed | | 5.750% | | 7/1/2039 | | | 51,271 | |
| 120,557 | | | Loan ID 200216 | | Fixed | | 5.750% | | 9/1/2039 | | | 94,904 | |
| 147,551 | | | Loan ID 200217 | | Fixed | | 5.250% | | 7/1/2040 | | | 121,668 | |
| 78,697 | | | Loan ID 200218 | | Fixed | | 4.250% | | 12/1/2041 | | | 49,085 | |
| 208,235 | | | Loan ID 200219 | | Fixed | | 4.250% | | 4/1/2043 | | | 195,335 | |
| 224,430 | | | Loan ID 200220 | | Fixed | | 3.875% | | 5/1/2043 | | | 185,077 | |
| 173,298 | | | Loan ID 200221 | | Fixed | | 4.250% | | 4/1/2043 | | | 161,940 | |
| 131,879 | | | Loan ID 200222 | | Fixed | | 4.125% | | 5/1/2043 | | | 109,555 | |
| 259,087 | | | Loan ID 200223 | | Fixed | | 4.125% | | 5/1/2043 | | | 236,859 | |
| 221,092 | | | Loan ID 200224 | | Fixed | | 4.000% | | 7/1/2043 | | | 188,702 | |
| 85,476 | | | Loan ID 200226 | | Fixed | | 5.250% | | 7/1/2041 | | | 79,006 | |
| 53,811 | | | Loan ID 200228 | | Fixed | | 4.625% | | 8/1/2042 | | | 46,779 | |
| 171,201 | | | Loan ID 200229 | | Fixed | | 3.750% | | 7/1/2042 | | | 152,736 | |
| 153,557 | | | Loan ID 200230 | | Fixed | | 3.500% | | 2/1/2043 | | | 129,978 | |
| 136,816 | | | Loan ID 200231 | | Fixed | | 3.625% | | 12/1/2042 | | | 78,427 | |
| 72,443 | | | Loan ID 200232 | | Fixed | | 3.875% | | 8/1/2042 | | | 58,424 | |
| 196,140 | | | Loan ID 200233 | | Fixed | | 2.990% | | 11/1/2027 | | | 166,767 | |
| 193,859 | | | Loan ID 200234 | | Fixed | | 3.250% | | 1/1/2043 | | | 133,906 | |
| 97,846 | | | Loan ID 200235 | | Fixed | | 3.750% | | 12/1/2042 | | | 88,782 | |
| 169,329 | | | Loan ID 200236 | | Fixed | | 4.250% | | 10/1/2042 | | | 149,518 | |
| 491,082 | | | Loan ID 200237 | | ARM | | 2.750% | | 9/1/2033 | | | 429,974 | |
| 334,363 | | | Loan ID 200238 | | ARM | | 3.625% | | 7/1/2035 | | | 313,919 | |
| 107,931 | | | Loan ID 200239 | | ARM | | 3.990% | | 5/1/2036 | | | 91,495 | |
| 152,344 | | | Loan ID 200242 | | Fixed | | 3.250% | | 10/1/2042 | | | 106,360 | |
| 124,502 | | | Loan ID 200243 | | Fixed | | 3.750% | | 4/1/2043 | | | 100,005 | |
| 30,023 | | | Loan ID 200244 | | Fixed | | 5.000% | | 5/1/2042 | | | 24,950 | |
| 212,245 | | | Loan ID 200245 | | Fixed | | 3.875% | | 3/1/2043 | | | 179,980 | |
| 96,510 | | | Loan ID 200286 | | Fixed | | 4.500% | | 7/1/2043 | | | 86,149 | |
| 105,299 | | | Loan ID 200287 | | Fixed | | 4.375% | | 7/1/2043 | | | 87,824 | |
| 353,789 | | | Loan ID 200288 | | Fixed | | 4.375% | | 11/1/2041 | | | 279,464 | |
| 356,773 | | | Loan ID 200289 | | Fixed | | 5.500% | | 9/1/2043 | | | 327,844 | |
| 303,781 | | | Loan ID 200290 | | Fixed | | 4.250% | | 4/1/2043 | | | 261,184 | |
| 460,567 | | | Loan ID 200292 | | Fixed | | 3.875% | | 6/1/2043 | | | 394,623 | |
| 28,725 | | | Loan ID 200293 | | Fixed | | 4.125% | | 3/1/2043 | | | 24,703 | |
| 187,843 | | | Loan ID 200294 | | Fixed | | 3.875% | | 2/1/2043 | | | 158,740 | |
| 267,796 | | | Loan ID 200295 | | Fixed | | 3.875% | | 6/1/2043 | | | 239,048 | |
| 218,209 | | | Loan ID 200296 | | Fixed | | 3.250% | | 2/1/2043 | | | 174,241 | |
| 188,592 | | | Loan ID 200297 | | Fixed | | 3.375% | | 10/1/2042 | | | 151,113 | |
| 149,584 | | | Loan ID 200298 | | Fixed | | 3.250% | | 6/1/2043 | | | 119,198 | |
| 204,078 | | | Loan ID 200299 | | Fixed | | 3.625% | | 10/1/2042 | | | 168,032 | |
| 121,368 | | | Loan ID 200300 | | Fixed | | 8.400% | | 10/20/2037 | | | 101,613 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 79,826 | | | Loan ID 200301 | | Fixed | | 4.625% | | 7/1/2043 | | $ | 71,547 | |
| 105,069 | | | Loan ID 200302 | | Fixed | | 9.875% | | 10/1/2035 | | | 88,710 | |
| 60,800 | | | Loan ID 200303 | | Fixed | | 5.250% | | 10/1/2032 | | | 49,795 | |
| 148,832 | | | Loan ID 200304 | | Fixed | | 7.250% | | 10/1/2033 | | | 128,705 | |
| 254,260 | | | Loan ID 200305 | | Fixed | | 7.000% | | 3/1/2036 | | | 209,561 | |
| 741,542 | | | Loan ID 200306 | | Fixed | | 4.870% | | 5/1/2049 | | | 640,976 | |
| 52,138 | | | Loan ID 200307 | | Fixed | | 6.500% | | 7/1/2031 | | | 45,087 | |
| 112,732 | | | Loan ID 200308 | | ARM | | 6.750% | | 5/1/2035 | | | 98,434 | |
| 218,785 | | | Loan ID 200309 | | Fixed | | 2.000% | | 12/1/2048 | | | 182,582 | |
| 173,414 | | | Loan ID 200310 | | Fixed | | 8.000% | | 9/1/2039 | | | 110,101 | |
| 135,975 | | | Loan ID 200312 | | Fixed | | 9.000% | | 4/1/2039 | | | 115,110 | |
| 48,476 | | | Loan ID 200313 | | Fixed | | 8.500% | | 3/1/2028 | | | 39,133 | |
| 64,678 | | | Loan ID 200314 | | Fixed | | 8.000% | | 3/1/2040 | | | 48,781 | |
| 327,622 | | | Loan ID 200315 | | ARM | | 3.500% | | 6/1/2037 | | | 240,713 | |
| 138,141 | | | Loan ID 200316 | | Fixed | | 6.850% | | 7/1/2035 | | | 96,049 | |
| 78,911 | | | Loan ID 200317 | | Fixed | | 7.000% | | 9/1/2032 | | | 67,704 | |
| 285,884 | | | Loan ID 200318 | | Fixed | | 6.500% | | 10/1/2036 | | | 243,903 | |
| 67,919 | | | Loan ID 200319 | | ARM | | 2.750% | | 12/1/2034 | | | 53,323 | |
| 304,897 | | | Loan ID 200321 | | Fixed | | 2.375% | | 6/1/2049 | | | 240,628 | |
| 140,088 | | | Loan ID 200322 | | Fixed | | 7.375% | | 8/1/2033 | | | 125,644 | |
| 204,854 | | | Loan ID 200323 | | ARM | | 2.875% | | 1/1/2035 | | | 175,250 | |
| 353,416 | | | Loan ID 200324 | | Fixed | | 5.500% | | 11/1/2037 | | | 305,388 | |
| 248,344 | | | Loan ID 200325 | | Fixed | | 6.000% | | 5/1/2042 | | | 174,467 | |
| 80,166 | | | Loan ID 200326 | | Fixed | | 8.375% | | 10/1/2036 | | | 68,341 | |
| 156,543 | | | Loan ID 200327 | | Fixed | | 6.790% | | 10/26/2036 | | | 116,197 | |
| 999,822 | | | Loan ID 200328 | | ARM | | 6.250% | | 7/1/2038 | | | 865,323 | |
| 117,986 | | | Loan ID 200329 | | Fixed | | 6.880% | | 3/1/2036 | | | 110,072 | |
| 263,379 | | | Loan ID 200330 | | Fixed | | 7.000% | | 8/1/2037 | | | 203,780 | |
| 79,266 | | | Loan ID 200331 | | ARM | | 6.500% | | 7/1/2033 | | | 67,695 | |
| 107,477 | | | Loan ID 200332 | | Fixed | | 5.775% | | 10/1/2037 | | | 95,463 | |
| 214,618 | | | Loan ID 200333 | | Fixed | | 5.875% | | 5/1/2021 | | | 177,004 | |
| 93,262 | | | Loan ID 200334 | | Fixed | | 7.000% | | 1/1/2033 | | | 82,830 | |
| 280,739 | | | Loan ID 200335 | | Fixed | | 2.000% | | 11/1/2052 | | | 227,067 | |
| 58,706 | | | Loan ID 200336 | | Fixed | | 7.000% | | 12/1/2042 | | | 45,477 | |
| 47,526 | | | Loan ID 200337 | | Fixed | | 7.000% | | 10/1/2034 | | | 44,188 | |
| 56,185 | | | Loan ID 200338 | | ARM | | 10.500% | | 8/1/2029 | | | 49,902 | |
| 175,303 | | | Loan ID 200339 | | Fixed | | 2.000% | | 10/1/2033 | | | 151,693 | |
| 37,021 | | | Loan ID 200340 | | Fixed | | 7.000% | | 3/1/2030 | | | 26,663 | |
| 189,118 | | | Loan ID 200341 | | Fixed | | 7.000% | | 8/1/2035 | | | 171,433 | |
| 27,100 | | | Loan ID 200342 | | Fixed | | 5.375% | | 10/1/2019 | | | 23,617 | |
| 89,490 | | | Loan ID 200343 | | ARM | | 7.750% | | 6/1/2034 | | | 74,418 | |
| 73,446 | | | Loan ID 200345 | | Fixed | | 9.625% | | 1/1/2033 | | | 63,481 | |
| 466,251 | | | Loan ID 200346 | | Fixed | | 6.250% | | 1/1/2045 | | | 324,231 | |
| 66,106 | | | Loan ID 200348 | | Fixed | | 6.500% | | 7/1/2038 | | | 46,455 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 142,795 | | | Loan ID 200349 | | Fixed | | 7.000% | | 1/1/2037 | | $ | 119,380 | |
| 63,154 | | | Loan ID 200350 | | Fixed | | 7.500% | | 3/1/2029 | | | 47,581 | |
| 132,823 | | | Loan ID 200351 | | ARM | | 3.625% | | 6/1/2036 | | | 77,459 | |
| 73,663 | | | Loan ID 200352 | | Fixed | | 7.000% | | 8/1/2030 | | | 65,698 | |
| 92,627 | | | Loan ID 200354 | | ARM | | 6.875% | | 11/1/2033 | | | 75,100 | |
| 45,198 | | | Loan ID 200355 | | ARM | | 7.875% | | 7/1/2032 | | | 33,399 | |
| 87,794 | | | Loan ID 200356 | | ARM | | 7.100% | | 2/1/2036 | | | 61,845 | |
| 111,947 | | | Loan ID 200357 | | Fixed | | 8.500% | | 4/1/2027 | | | 93,238 | |
| 151,970 | | | Loan ID 200358 | | Fixed | | 2.000% | | 4/1/2025 | | | 143,306 | |
| 257,402 | | | Loan ID 200359 | | ARM | | 2.625% | | 2/1/2036 | | | 210,027 | |
| 32,361 | | | Loan ID 200360 | | ARM | | 2.875% | | 1/1/2025 | | | 29,517 | |
| 75,093 | | | Loan ID 200361 | | Fixed | | 7.500% | | 1/1/2034 | | | 69,903 | |
| 112,132 | | | Loan ID 200362 | | Fixed | | 2.750% | | 11/1/2034 | | | 58,258 | |
| 149,863 | | | Loan ID 200363 | | Fixed | | 6.000% | | 3/1/2049 | | | 117,032 | |
| 94,394 | | | Loan ID 200364 | | Fixed | | 10.000% | | 11/1/2037 | | | 78,037 | |
| 221,154 | | | Loan ID 200365 | | ARM | | 2.950% | | 8/1/2037 | | | 123,085 | |
| 71,685 | | | Loan ID 200366 | | Fixed | | 6.250% | | 1/1/2033 | | | 64,222 | |
| 236,721 | | | Loan ID 200368 | | Fixed | | 4.500% | | 4/1/2036 | | | 215,566 | |
| 276,913 | | | Loan ID 200369 | | Fixed | | 6.000% | | 4/1/2044 | | | 247,187 | |
| 194,640 | | | Loan ID 200370 | | ARM | | 5.500% | | 6/1/2035 | | | 181,980 | |
| 206,278 | | | Loan ID 200372 | | ARM | | 2.625% | | 5/1/2036 | | | 114,058 | |
| 62,137 | | | Loan ID 200373 | | Fixed | | 7.000% | | 12/1/2036 | | | 40,908 | |
| 79,279 | | | Loan ID 200374 | | ARM | | 7.000% | | 5/1/2034 | | | 65,628 | |
| 103,164 | | | Loan ID 200375 | | Fixed | | 7.000% | | 11/1/2036 | | | 68,043 | |
| 439,744 | | | Loan ID 200376 | | Fixed | | 2.900% | | 6/1/2053 | | | 389,662 | |
| 84,807 | | | Loan ID 200377 | | ARM | | 4.500% | | 10/1/2036 | | | 74,362 | |
| 237,316 | | | Loan ID 200378 | | Fixed | | 5.500% | | 3/1/2038 | | | 204,976 | |
| 111,059 | | | Loan ID 200379 | | Fixed | | 8.250% | | 3/1/2039 | | | 103,179 | |
| 189,774 | | | Loan ID 200380 | | Fixed | | 4.220% | | 4/1/2049 | | | 168,417 | |
| 291,269 | | | Loan ID 200381 | | Fixed | | 4.780% | | 6/1/2037 | | | 272,097 | |
| 114,030 | | | Loan ID 200382 | | Fixed | | 4.850% | | 7/1/2037 | | | 96,238 | |
| 400,615 | | | Loan ID 200383 | | Fixed | | 5.030% | | 12/1/2046 | | | 381,577 | |
| 303,732 | | | Loan ID 200384 | | Fixed | | 5.000% | | 11/1/2047 | | | 227,908 | |
| 149,759 | | | Loan ID 200385 | | Fixed | | 8.250% | | 1/1/2040 | | | 152,477 | |
| 229,366 | | | Loan ID 200386 | | Fixed | | 6.000% | | 3/1/2041 | | | 204,564 | |
| 78,515 | | | Loan ID 200387 | | Fixed | | 4.000% | | 6/1/2039 | | | 67,550 | |
| 198,538 | | | Loan ID 200388 | | Fixed | | 4.000% | | 3/1/2051 | | | 161,948 | |
| 124,383 | | | Loan ID 200389 | | Fixed | | 4.820% | | 8/1/2047 | | | 108,815 | |
| 206,655 | | | Loan ID 200390 | | Fixed | | 4.000% | | 4/16/2047 | | | 169,092 | |
| 185,618 | | | Loan ID 200391 | | Fixed | | 4.000% | | 1/13/2035 | | | 163,253 | |
| 69,233 | | | Loan ID 200392 | | Fixed | | 10.000% | | 6/5/2034 | | | 66,354 | |
| 108,982 | | | Loan ID 200393 | | Fixed | | 5.070% | | 8/1/2037 | | | 95,412 | |
| 133,616 | | | Loan ID 200394 | | Fixed | | 7.150% | | 8/1/2037 | | | 124,395 | |
| 82,626 | | | Loan ID 200395 | | Fixed | | 4.860% | | 4/1/2047 | | | 73,892 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 75,359 | | | Loan ID 200396 | | Fixed | | 10.000% | | 2/1/2036 | | $ | 72,272 | |
| 129,913 | | | Loan ID 200397 | | ARM | | 9.375% | | 9/1/2037 | | | 107,597 | |
| 142,841 | | | Loan ID 200398 | | Fixed | | 4.800% | | 2/1/2037 | | | 120,447 | |
| 82,913 | | | Loan ID 200399 | | Fixed | | 4.980% | | 6/1/2037 | | | 60,778 | |
| 369,227 | | | Loan ID 200400 | | Fixed | | 8.450% | | 12/1/2036 | | | 350,963 | |
| 528,615 | | | Loan ID 200401 | | Fixed | | 5.000% | | 8/1/2047 | | | 413,570 | |
| 55,751 | | | Loan ID 200403 | | Fixed | | 8.300% | | 10/15/2032 | | | 49,479 | |
| 59,639 | | | Loan ID 200404 | | Fixed | | 8.100% | | 5/1/2037 | | | 55,451 | |
| 103,942 | | | Loan ID 200405 | | Fixed | | 4.870% | | 12/1/2035 | | | 95,152 | |
| 119,011 | | | Loan ID 200406 | | Fixed | | 4.875% | | 10/1/2051 | | | 113,682 | |
| 240,939 | | | Loan ID 200407 | | Fixed | | 6.500% | | 4/1/2042 | | | 227,402 | |
| 210,788 | | | Loan ID 200408 | | Fixed | | 6.000% | | 4/1/2039 | | | 162,883 | |
| 351,470 | | | Loan ID 200409 | | Fixed | | 6.000% | | 2/1/2049 | | | 277,990 | |
| 69,542 | | | Loan ID 200410 | | ARM | | 8.500% | | 6/1/2037 | | | 55,854 | |
| 109,345 | | | Loan ID 200411 | | Fixed | | 8.275% | | 6/1/2037 | | | 105,404 | |
| 295,281 | | | Loan ID 200412 | | Fixed | | 7.750% | | 8/1/2040 | | | 224,497 | |
| 256,190 | | | Loan ID 200413 | | Fixed | | 5.150% | | 11/1/2047 | | | 250,447 | |
| 202,418 | | | Loan ID 200414 | | Fixed | | 5.000% | | 4/1/2049 | | | 155,141 | |
| 86,364 | | | Loan ID 200415 | | Fixed | | 6.000% | | 4/1/2050 | | | 82,667 | |
| 186,357 | | | Loan ID 200416 | | Fixed | | 4.670% | | 8/1/2053 | | | 159,569 | |
| 74,171 | | | Loan ID 200417 | | Fixed | | 7.000% | | 5/1/2035 | | | 71,789 | |
| 59,813 | | | Loan ID 200418 | | Fixed | | 4.000% | | 6/1/2035 | | | 51,727 | |
| 176,578 | | | Loan ID 200419 | | Fixed | | 4.000% | | 12/19/2035 | | | 168,389 | |
| 175,425 | | | Loan ID 200420 | | Fixed | | 4.225% | | 4/10/2038 | | | 156,060 | |
| 79,087 | | | Loan ID 200421 | | Fixed | | 7.710% | | 8/1/2037 | | | 70,003 | |
| 139,318 | | | Loan ID 200422 | | Fixed | | 3.830% | | 8/1/2053 | | | 117,492 | |
| 135,024 | | | Loan ID 200423 | | Fixed | | 4.500% | | 6/1/2043 | | | 115,150 | |
| 124,859 | | | Loan ID 200424 | | Fixed | | 4.000% | | 9/1/2028 | | | 110,667 | |
| 262,037 | | | Loan ID 200427 | | Fixed | | 3.625% | | 3/1/2043 | | | 233,407 | |
| 185,331 | | | Loan ID 200429 | | Fixed | | 3.875% | | 12/1/2042 | | | 133,916 | |
| 234,997 | | | Loan ID 200430 | | Fixed | | 3.625% | | 7/1/2043 | | | 210,188 | |
| 197,002 | | | Loan ID 200431 | | Fixed | | 4.625% | | 7/1/2043 | | | 177,353 | |
| 317,232 | | | Loan ID 200432 | | Fixed | | 4.875% | | 5/1/2043 | | | 289,554 | |
| 133,985 | | | Loan ID 200433 | | Fixed | | 4.250% | | 8/1/2043 | | | 122,415 | |
| 165,584 | | | Loan ID 200434 | | Fixed | | 5.250% | | 10/1/2043 | | | 153,594 | |
| 203,211 | | | Loan ID 200435 | | Fixed | | 4.625% | | 11/1/2052 | | | 161,214 | |
| 223,547 | | | Loan ID 200436 | | Fixed | | 3.750% | | 4/1/2043 | | | 208,058 | |
| 340,360 | | | Loan ID 200437 | | Fixed | | 5.625% | | 10/1/2043 | | | 316,201 | |
| 46,417 | | | Loan ID 200439 | | Fixed | | 5.000% | | 8/1/2041 | | | 40,275 | |
| 6,481 | | | Loan ID 200440 | | Fixed | | 8.000% | | 6/1/2016 | | | 6,461 | |
| 199,785 | | | Loan ID 200441 | | Fixed | | 4.440% | | 4/15/2015 | | | 198,649 | |
| 441,256 | | | Loan ID 200442 | | Fixed | | 5.000% | | 12/1/2043 | | | 342,606 | |
| 278,539 | | | Loan ID 200443 | | Fixed | | 3.000% | | 7/1/2049 | | | 177,137 | |
| 269,162 | | | Loan ID 200444 | | Fixed | | 4.380% | | 11/1/2038 | | | 152,750 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 169,814 | | | Loan ID 200445 | | Fixed | | 5.250% | | 2/1/2039 | | $ | 160,703 | |
| 1,129 | | | Loan ID 200446 | | Fixed | | 7.000% | | 5/1/2015 | | | 912 | |
| 58,685 | | | Loan ID 200447 | | Fixed | | 5.875% | | 11/4/2034 | | | 53,917 | |
| 78,666 | | | Loan ID 200448 | | Fixed | | 5.750% | | 5/1/2042 | | | 47,850 | |
| 130,517 | | | Loan ID 200449 | | Fixed | | 5.000% | | 7/1/2041 | | | 118,930 | |
| 68,472 | | | Loan ID 200450 | | Fixed | | 4.100% | | 12/1/2025 | | | 50,011 | |
| 374,570 | | | Loan ID 200451 | | Fixed | | 6.250% | | 7/1/2038 | | | 335,866 | |
| 141,647 | | | Loan ID 200452 | | Fixed | | 2.000% | | 11/1/2041 | | | 95,484 | |
| 17,422 | | | Loan ID 200453 | | Fixed | | 4.550% | | 3/1/2026 | | | 13,663 | |
| 255,360 | | | Loan ID 200456 | | Fixed | | 2.000% | | 11/1/2038 | | | 237,293 | |
| 218,421 | | | Loan ID 200457 | | Fixed | | 5.750% | | 12/10/2030 | | | 167,998 | |
| 149,737 | | | Loan ID 200458 | | Fixed | | 6.625% | | 12/1/2038 | | | 114,753 | |
| 195,023 | | | Loan ID 200460 | | Fixed | | 7.000% | | 7/1/2041 | | | 194,253 | |
| 283,802 | | | Loan ID 200461 | | Fixed | | 4.750% | | 6/20/2044 | | | 166,270 | |
| 391,628 | | | Loan ID 200462 | | Fixed | | 6.000% | | 7/1/2037 | | | 207,461 | |
| 158,299 | | | Loan ID 200463 | | Fixed | | 6.000% | | 3/1/2037 | | | 95,576 | |
| 411,571 | | | Loan ID 200464 | | ARM | | 8.750% | | 8/1/2037 | | | 249,590 | |
| 254,445 | | | Loan ID 200465 | | Fixed | | 6.500% | | 7/1/2037 | | | 168,036 | |
| 462,718 | | | Loan ID 200466 | | Fixed | | 7.000% | | 7/1/2037 | | | 303,435 | |
| 333,443 | | | Loan ID 200467 | | Fixed | | 5.500% | | 9/1/2044 | | | 220,106 | |
| 96,654 | | | Loan ID 200468 | | Fixed | | 5.625% | | 12/1/2044 | | | 54,060 | |
| 134,201 | | | Loan ID 200469 | | Fixed | | 6.500% | | 7/1/2037 | | | 117,376 | |
| 246,755 | | | Loan ID 200470 | | Fixed | | 4.625% | | 7/1/2043 | | | 193,515 | |
| 368,428 | | | Loan ID 200472 | | Fixed | | 4.250% | | 9/1/2042 | | | 329,654 | |
| 304,459 | | | Loan ID 200473 | | Fixed | | 4.000% | | 12/1/2042 | | | 239,688 | |
| 246,654 | | | Loan ID 200474 | | Fixed | | 5.750% | | 11/1/2050 | | | 216,441 | |
| 172,992 | | | Loan ID 200475 | | Fixed | | 5.450% | | 7/1/2049 | | | 148,241 | |
| 195,084 | | | Loan ID 200476 | | Fixed | | 6.000% | | 9/1/2050 | | | 167,183 | |
| 242,578 | | | Loan ID 200477 | | Fixed | | 4.125% | | 12/1/2028 | | | 222,140 | |
| 187,577 | | | Loan ID 200478 | | Fixed | | 3.625% | | 9/1/2042 | | | 148,871 | |
| 143,588 | | | Loan ID 200479 | | Fixed | | 3.500% | | 8/1/2026 | | | 129,290 | |
| 249,477 | | | Loan ID 200480 | | ARM | | 3.750% | | 7/1/2041 | | | 199,659 | |
| 178,644 | | | Loan ID 200481 | | ARM | | 3.500% | | 8/1/2041 | | | 147,647 | |
| 123,996 | | | Loan ID 200482 | | Fixed | | 4.375% | | 11/1/2028 | | | 111,589 | |
| 116,481 | | | Loan ID 200483 | | Fixed | | 4.375% | | 11/1/2028 | | | 105,609 | |
| 408,769 | | | Loan ID 200484 | | Fixed | | 4.250% | | 12/1/2043 | | | 350,032 | |
| 77,909 | | | Loan ID 200485 | | Fixed | | 4.125% | | 2/1/2043 | | | 66,615 | |
| 260,753 | | | Loan ID 200486 | | Fixed | | 3.500% | | 1/1/2043 | | | 219,032 | |
| 476,755 | | | Loan ID 200487 | | Fixed | | 6.000% | | 3/1/2037 | | | 309,635 | |
| 165,421 | | | Loan ID 200488 | | Fixed | | 4.250% | | 1/1/2044 | | | 143,214 | |
| 119,437 | | | Loan ID 200489 | | Fixed | | 4.000% | | 3/1/2043 | | | 101,559 | |
| 91,000 | | | Loan ID 200490 | | Fixed | | 4.000% | | 11/1/2028 | | | 80,576 | |
| 213,497 | | | Loan ID 200491 | | Fixed | | 5.500% | | 10/1/2039 | | | 189,756 | |
| 126,328 | | | Loan ID 200492 | | Fixed | | 4.000% | | 1/1/2043 | | | 108,306 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 75,999 | | | Loan ID 200493 | | Fixed | | 4.500% | | 12/1/2025 | | $ | 68,907 | |
| 286,788 | | | Loan ID 200494 | | Fixed | | 4.625% | | 10/1/2043 | | | 256,951 | |
| 367,015 | | | Loan ID 200495 | | Fixed | | 4.875% | | 12/1/2041 | | | 320,837 | |
| 209,518 | | | Loan ID 200496 | | Fixed | | 3.875% | | 2/1/2043 | | | 186,850 | |
| 338,085 | | | Loan ID 200497 | | Fixed | | 3.250% | | 4/1/2043 | | | 283,144 | |
| 271,094 | | | Loan ID 200498 | | Fixed | | 4.000% | | 2/1/2043 | | | 240,279 | |
| 282,833 | | | Loan ID 200499 | | Fixed | | 4.250% | | 1/1/2043 | | | 244,617 | |
| 229,449 | | | Loan ID 200500 | | Fixed | | 5.875% | | 2/1/2037 | | | 182,824 | |
| 156,403 | | | Loan ID 200501 | | Fixed | | 7.250% | | 12/1/2037 | | | 135,890 | |
| 145,813 | | | Loan ID 200502 | | Fixed | | 5.000% | | 6/1/2049 | | | 119,743 | |
| 272,179 | | | Loan ID 200503 | | Fixed | | 7.500% | | 8/1/2037 | | | 235,320 | |
| 401,703 | | | Loan ID 200504 | | Fixed | | 3.375% | | 3/1/2043 | | | 336,869 | |
| 145,967 | | | Loan ID 200505 | | Fixed | | 3.500% | | 4/1/2043 | | | 111,315 | |
| 77,229 | | | Loan ID 200507 | | Fixed | | 4.500% | | 9/1/2042 | | | 64,165 | |
| 264,071 | | | Loan ID 200508 | | Fixed | | 2.000% | | 10/1/2040 | | | 193,080 | |
| 213,095 | | | Loan ID 200509 | | Fixed | | 2.000% | | 12/1/2052 | | | 155,916 | |
| 255,730 | | | Loan ID 200511 | | Fixed | | 4.875% | | 1/1/2044 | | | 229,664 | |
| 133,804 | | | Loan ID 200512 | | Fixed | | 2.875% | | 2/1/2035 | | | 112,100 | |
| 177,342 | | | Loan ID 200513 | | Fixed | | 3.000% | | 10/1/2038 | | | 140,683 | |
| 345,829 | | | Loan ID 200514 | | Fixed | | 3.000% | | 4/1/2047 | | | 262,491 | |
| 103,287 | | | Loan ID 200515 | | Fixed | | 8.250% | | 2/1/2039 | | | 94,925 | |
| 394,666 | | | Loan ID 200516 | | Fixed | | 5.250% | | 1/1/2037 | | | 338,865 | |
| 107,357 | | | Loan ID 200517 | | Fixed | | 8.000% | | 5/1/2039 | | | 96,229 | |
| 209,502 | | | Loan ID 200518 | | Fixed | | 3.000% | | 12/1/2050 | | | 173,347 | |
| 325,346 | | | Loan ID 200519 | | Fixed | | 3.000% | | 11/1/2049 | | | 265,742 | |
| 69,428 | | | Loan ID 200520 | | Fixed | | 3.260% | | 7/1/2053 | | | 54,001 | |
| 231,578 | | | Loan ID 200521 | | ARM | | 3.125% | | 8/1/2037 | | | 190,890 | |
| 389,888 | | | Loan ID 200522 | | ARM | | 3.125% | | 9/1/2037 | | | 313,119 | |
| 447,117 | | | Loan ID 200523 | | ARM | | 3.125% | | 9/1/2037 | | | 327,884 | |
| 127,528 | | | Loan ID 200524 | | Fixed | | 3.500% | | 6/1/2043 | | | 108,813 | |
| 297,650 | | | Loan ID 200525 | | Fixed | | 3.250% | | 12/1/2042 | | | 254,481 | |
| 164,002 | | | Loan ID 200526 | | Fixed | | 3.625% | | 3/1/2043 | | | 140,114 | |
| 115,362 | | | Loan ID 200527 | | Fixed | | 4.500% | | 12/1/2043 | | | 102,751 | |
| 141,625 | | | Loan ID 200528 | | Fixed | | 4.375% | | 2/1/2044 | | | 125,201 | |
| 410,353 | | | Loan ID 200529 | | Fixed | | 4.625% | | 2/1/2044 | | | 370,032 | |
| 33,560 | | | Loan ID 200530 | | Fixed | | 5.375% | | 2/1/2044 | | | 26,986 | |
| 180,849 | | | Loan ID 200531 | | Fixed | | 4.625% | | 11/1/2043 | | | 166,811 | |
| 118,008 | | | Loan ID 200532 | | Fixed | | 3.250% | | 7/1/2043 | | | 100,495 | |
| 141,517 | | | Loan ID 200533 | | Fixed | | 4.250% | | 1/1/2044 | | | 116,308 | |
| 254,570 | | | Loan ID 200535 | | Fixed | | 4.375% | | 11/1/2043 | | | 233,325 | |
| 63,423 | | | Loan ID 200536 | | Fixed | | 3.750% | | 10/1/2042 | | | 42,288 | |
| 127,873 | | | Loan ID 200537 | | Fixed | | 4.500% | | 3/1/2042 | | | 102,370 | |
| 97,153 | | | Loan ID 200538 | | Fixed | | 4.750% | | 1/1/2043 | | | 86,425 | |
| 276,754 | | | Loan ID 200539 | | Fixed | | 4.500% | | 2/1/2043 | | | 231,081 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 87,660 | | | Loan ID 200540 | | Fixed | | 3.875% | | 2/1/2043 | | $ | 75,075 | |
| 84,380 | | | Loan ID 200541 | | Fixed | | 7.875% | | 9/1/2037 | | | 59,268 | |
| 188,042 | | | Loan ID 200542 | | Fixed | | 4.500% | | 4/1/2037 | | | 140,299 | |
| 57,622 | | | Loan ID 200543 | | ARM | | 7.250% | | 2/1/2037 | | | 40,684 | |
| 393,593 | | | Loan ID 200544 | | Fixed | | 5.000% | | 2/1/2044 | | | 361,369 | |
| 63,189 | | | Loan ID 200545 | | Fixed | | 4.375% | | 2/1/2029 | | | 54,256 | |
| 125,441 | | | Loan ID 200546 | | Fixed | | 5.375% | | 12/1/2043 | | | 110,008 | |
| 269,960 | | | Loan ID 200547 | | Fixed | | 3.750% | | 3/1/2043 | | | 234,598 | |
| 175,927 | | | Loan ID 200548 | | Fixed | | 5.250% | | 2/1/2044 | | | 159,699 | |
| 91,583 | | | Loan ID 200549 | | Fixed | | 4.250% | | 1/1/2029 | | | 81,021 | |
| 177,517 | | | Loan ID 200550 | | Fixed | | 3.750% | | 3/1/2043 | | | 151,869 | |
| 319,401 | | | Loan ID 200551 | | Fixed | | 4.375% | | 1/1/2044 | | | 284,310 | |
| 201,081 | | | Loan ID 200552 | | Fixed | | 4.500% | | 1/1/2044 | | | 179,079 | |
| 291,021 | | | Loan ID 200553 | | Fixed | | 4.625% | | 12/1/2043 | | | 265,053 | |
| 227,583 | | | Loan ID 200555 | | Fixed | | 4.375% | | 1/1/2044 | | | 201,726 | |
| 406,158 | | | Loan ID 200556 | | Fixed | | 3.625% | | 12/1/2028 | | | 358,929 | |
| 112,301 | | | Loan ID 200557 | | Fixed | | 9.077% | | 8/1/2035 | | | 91,029 | |
| 104,683 | | | Loan ID 200558 | | Fixed | | 6.590% | | 7/1/2037 | | | 85,594 | |
| 196,970 | | | Loan ID 200559 | | Fixed | | 9.500% | | 4/14/2035 | | | 159,017 | |
| 127,336 | | | Loan ID 200560 | | Fixed | | 5.750% | | 5/1/2035 | | | 104,921 | |
| 226,155 | | | Loan ID 200561 | | Fixed | | 6.375% | | 12/1/2036 | | | 185,528 | |
| 159,568 | | | Loan ID 200562 | | ARM | | 3.000% | | 5/1/2037 | | | 134,623 | |
| 234,223 | | | Loan ID 200563 | | Fixed | | 5.125% | | 1/1/2039 | | | 194,419 | |
| 144,328 | | | Loan ID 200564 | | Fixed | | 4.875% | | 5/1/2039 | | | 118,809 | |
| 533,642 | | | Loan ID 200565 | | Fixed | | 4.000% | | 6/1/2037 | | | 452,704 | |
| 373,472 | | | Loan ID 200566 | | Fixed | | 6.500% | | 7/1/2047 | | | 308,326 | |
| 137,549 | | | Loan ID 200567 | | Fixed | | 3.375% | | 5/1/2043 | | | 117,332 | |
| 64,394 | | | Loan ID 200568 | | Fixed | | 4.000% | | 12/1/2043 | | | 57,258 | |
| 102,442 | | | Loan ID 200569 | | Fixed | | 5.125% | | 2/1/2044 | | | 88,831 | |
| 444,816 | | | Loan ID 200570 | | Fixed | | 3.625% | | 6/1/2043 | | | 402,180 | |
| 141,235 | | | Loan ID 200571 | | Fixed | | 4.500% | | 7/1/2043 | | | 126,070 | |
| 171,667 | | | Loan ID 200572 | | Fixed | | 4.375% | | 3/1/2044 | | | 155,039 | |
| 100,459 | | | Loan ID 200573 | | Fixed | | 3.750% | | 9/1/2042 | | | 75,130 | |
| 134,559 | | | Loan ID 200574 | | Fixed | | 4.875% | | 1/1/2044 | | | 123,593 | |
| 136,420 | | | Loan ID 200575 | | Fixed | | 4.125% | | 5/1/2042 | | | 107,630 | |
| 345,631 | | | Loan ID 200576 | | Fixed | | 3.750% | | 6/1/2042 | | | 266,675 | |
| 239,432 | | | Loan ID 200577 | | Fixed | | 3.125% | | 4/1/2028 | | | 213,828 | |
| 190,455 | | | Loan ID 200578 | | Fixed | | 4.750% | | 8/1/2040 | | | 176,933 | |
| 50,625 | | | Loan ID 200579 | | Fixed | | 4.875% | | 5/1/2042 | | | 40,207 | |
| 184,078 | | | Loan ID 200580 | | Fixed | | 4.125% | | 11/1/2041 | | | 158,335 | |
| 40,013 | | | Loan ID 200581 | | Fixed | | 4.750% | | 9/1/2042 | | | 33,756 | |
| 388,038 | | | Loan ID 200582 | | Fixed | | 4.000% | | 11/1/2042 | | | 322,764 | |
| 96,928 | | | Loan ID 200583 | | Fixed | | 3.625% | | 9/1/2027 | | | 86,511 | |
| 364,045 | | | Loan ID 200584 | | Fixed | | 3.375% | | 4/1/2043 | | | 311,318 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 162,322 | | | Loan ID 200585 | | Fixed | | 4.000% | | 5/1/2042 | | $ | 139,262 | |
| 341,492 | | | Loan ID 200586 | | Fixed | | 3.500% | | 1/1/2043 | | | 312,038 | |
| 692,512 | | | Loan ID 200587 | | Fixed | | 4.750% | | 10/1/2040 | | | 632,212 | |
| 262,753 | | | Loan ID 200588 | | Fixed | | 3.750% | | 5/1/2042 | | | 244,411 | |
| 403,400 | | | Loan ID 200589 | | ARM | | 3.375% | | 12/1/2043 | | | 363,660 | |
| 62,862 | | | Loan ID 200590 | | Fixed | | 4.125% | | 7/1/2042 | | | 53,136 | |
| 106,530 | | | Loan ID 200591 | | Fixed | | 4.875% | | 3/1/2043 | | | 97,088 | |
| 102,218 | | | Loan ID 200592 | | Fixed | | 4.375% | | 6/1/2042 | | | 88,396 | |
| 70,368 | | | Loan ID 200593 | | Fixed | | 3.875% | | 6/1/2042 | | | 59,813 | |
| 236,104 | | | Loan ID 200594 | | Fixed | | 4.250% | | 4/1/2043 | | | 216,069 | |
| 115,492 | | | Loan ID 200595 | | Fixed | | 4.250% | | 5/1/2042 | | | 98,056 | |
| 98,373 | | | Loan ID 200596 | | Fixed | | 4.875% | | 10/1/2043 | | | 89,983 | |
| 41,314 | | | Loan ID 200597 | | Fixed | | 5.625% | | 2/1/2044 | | | 34,156 | |
| 140,443 | | | Loan ID 200598 | | Fixed | | 4.625% | | 2/1/2044 | | | 125,800 | |
| 124,943 | | | Loan ID 200599 | | Fixed | | 4.125% | | 2/1/2043 | | | 107,163 | |
| 206,981 | | | Loan ID 200600 | | Fixed | | 4.625% | | 4/1/2044 | | | 187,585 | |
| 113,214 | | | Loan ID 200601 | | Fixed | | 4.000% | | 3/1/2043 | | | 98,315 | |
| 192,203 | | | Loan ID 200602 | | Fixed | | 3.750% | | 3/1/2043 | | | 161,622 | |
| 75,174 | | | Loan ID 200603 | | Fixed | | 4.125% | | 6/1/2043 | | | 62,828 | |
| 76,623 | | | Loan ID 200604 | | Fixed | | 3.500% | | 1/1/2043 | | | 64,363 | |
| 144,937 | | | Loan ID 200605 | | Fixed | | 4.875% | | 11/1/2043 | | | 123,771 | |
| 133,700 | | | Loan ID 200606 | | Fixed | | 3.625% | | 12/1/2042 | | | 114,766 | |
| 245,692 | | | Loan ID 200607 | | Fixed | | 2.875% | | 11/1/2027 | | | 205,602 | |
| 140,825 | | | Loan ID 200608 | | Fixed | | 4.125% | | 11/1/2043 | | | 120,341 | |
| 139,639 | | | Loan ID 200609 | | Fixed | | 4.500% | | 3/1/2044 | | | 124,248 | |
| 274,998 | | | Loan ID 200610 | | ARM | | 2.875% | | 3/1/2043 | | | 234,518 | |
| 63,461 | | | Loan ID 200611 | | Fixed | | 4.625% | | 5/1/2043 | | | 53,454 | |
| 130,544 | | | Loan ID 200612 | | Fixed | | 4.500% | | 2/1/2043 | | | 118,241 | |
| 214,122 | | | Loan ID 200613 | | Fixed | | 3.369% | | 1/1/2043 | | | 189,325 | |
| 106,951 | | | Loan ID 200614 | | Fixed | | 5.000% | | 1/1/2044 | | | 93,762 | |
| 105,727 | | | Loan ID 200615 | | Fixed | | 4.250% | | 8/1/2043 | | | 94,888 | |
| 350,569 | | | Loan ID 200616 | | Fixed | | 4.875% | | 2/1/2044 | | | 312,946 | |
| 93,744 | | | Loan ID 200617 | | Fixed | | 4.750% | | 9/1/2043 | | | 68,597 | |
| 134,000 | | | Loan ID 200618 | | Fixed | | 4.375% | | 5/1/2042 | | | 111,939 | |
| 238,217 | | | Loan ID 200620 | | Fixed | | 4.250% | | 10/1/2043 | | | 190,812 | |
| 137,743 | | | Loan ID 200621 | | Fixed | | 3.625% | | 1/1/2043 | | | 125,898 | |
| 306,361 | | | Loan ID 200622 | | Fixed | | 4.750% | | 12/1/2043 | | | 275,122 | |
| 76,728 | | | Loan ID 200623 | | Fixed | | 4.375% | | 12/1/2042 | | | 66,022 | |
| 264,225 | | | Loan ID 200624 | | Fixed | | 4.125% | | 4/1/2043 | | | 234,186 | |
| 121,293 | | | Loan ID 200625 | | Fixed | | 4.500% | | 11/1/2043 | | | 100,151 | |
| 121,339 | | | Loan ID 200626 | | Fixed | | 4.500% | | 10/1/2043 | | | 102,830 | |
| 136,947 | | | Loan ID 200627 | | Fixed | | 4.250% | | 10/1/2043 | | | 121,992 | |
| 89,919 | | | Loan ID 200628 | | Fixed | | 3.250% | | 2/1/2028 | | | 79,916 | |
| 161,286 | | | Loan ID 200629 | | Fixed | | 4.375% | | 9/1/2043 | | | 137,338 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 170,853 | | | Loan ID 200630 | | Fixed | | 5.250% | | 9/1/2043 | | $ | 155,446 | |
| 303,619 | | | Loan ID 200631 | | Fixed | | 3.250% | | 6/1/2043 | | | 268,568 | |
| 353,843 | | | Loan ID 200632 | | Fixed | | 5.250% | | 5/1/2044 | | | 325,643 | |
| 231,485 | | | Loan ID 200633 | | Fixed | | 5.125% | | 5/1/2044 | | | 213,387 | |
| 240,488 | | | Loan ID 200634 | | Fixed | | 4.375% | | 1/1/2044 | | | 211,219 | |
| 115,063 | | | Loan ID 200635 | | Fixed | | 3.750% | | 5/1/2029 | | | 103,039 | |
| 199,918 | | | Loan ID 200636 | | Fixed | | 3.750% | | 2/1/2053 | | | 173,517 | |
| 186,368 | | | Loan ID 200637 | | Fixed | | 5.375% | | 4/1/2040 | | | 144,095 | |
| 195,060 | | | Loan ID 200638 | | Fixed | | 3.875% | | 3/1/2043 | | | 166,271 | |
| 251,798 | | | Loan ID 200639 | | ARM | | 4.250% | | 5/1/2044 | | | 214,636 | |
| 151,649 | | | Loan ID 200640 | | Fixed | | 5.125% | | 3/1/2044 | | | 137,504 | |
| 176,850 | | | Loan ID 200641 | | Fixed | | 5.250% | | 4/1/2044 | | | 158,816 | |
| 149,659 | | | Loan ID 200642 | | Fixed | | 5.000% | | 3/1/2044 | | | 127,184 | |
| 173,910 | | | Loan ID 200644 | | Fixed | | 4.750% | | 3/1/2044 | | | 154,539 | |
| 121,573 | | | Loan ID 200645 | | Fixed | | 5.000% | | 4/1/2044 | | | 112,190 | |
| 352,000 | | | Loan ID 200646 | | ARM | | 2.625% | | 3/1/2043 | | | 293,570 | |
| 122,278 | | | Loan ID 200647 | | Fixed | | 4.250% | | 1/1/2044 | | | 110,669 | |
| 158,727 | | | Loan ID 200648 | | Fixed | | 4.750% | | 3/1/2044 | | | 144,794 | |
| 147,836 | | | Loan ID 200649 | | Fixed | | 4.375% | | 3/1/2044 | | | 132,038 | |
| 133,611 | | | Loan ID 200650 | | Fixed | | 4.875% | | 5/1/2044 | | | 118,891 | |
| 274,708 | | | Loan ID 200651 | | Fixed | | 3.625% | | 7/1/2043 | | | 239,386 | |
| 174,547 | | | Loan ID 200652 | | Fixed | | 4.125% | | 5/1/2038 | | | 98,533 | |
| 361,462 | | | Loan ID 200653 | | Fixed | | 4.000% | | 4/1/2053 | | | 256,620 | |
| 285,899 | | | Loan ID 200654 | | Fixed | | 5.125% | | 2/1/2041 | | | 232,257 | |
| 146,353 | | | Loan ID 200655 | | Fixed | | 3.375% | | 5/1/2043 | | | 125,232 | |
| 160,270 | | | Loan ID 200656 | | Fixed | | 6.875% | | 7/1/2037 | | | 103,097 | |
| 148,419 | | | Loan ID 200657 | | Fixed | | 4.875% | | 8/1/2051 | | | 127,861 | |
| 348,525 | | | Loan ID 200658 | | Fixed | | 2.000% | | 1/1/2044 | | | 190,604 | |
| 213,782 | | | Loan ID 200659 | | Fixed | | 4.000% | | 3/1/2053 | | | 189,504 | |
| 189,723 | | | Loan ID 200660 | | Fixed | | 5.875% | | 3/1/2038 | | | 148,809 | |
| 390,445 | | | Loan ID 200661 | | Fixed | | 4.000% | | 2/1/2043 | | | 339,941 | |
| 218,264 | | | Loan ID 200662 | | Fixed | | 5.000% | | 3/1/2044 | | | 197,519 | |
| 71,152 | | | Loan ID 200663 | | Fixed | | 4.750% | | 5/1/2044 | | | 64,011 | |
| 284,674 | | | Loan ID 200664 | | Fixed | | 4.750% | | 4/1/2044 | | | 259,324 | |
| 272,778 | | | Loan ID 200665 | | Fixed | | 4.299% | | 12/1/2046 | | | 152,644 | |
| 222,382 | | | Loan ID 200666 | | Fixed | | 5.890% | | 8/26/2035 | | | 111,858 | |
| 230,568 | | | Loan ID 200667 | | Fixed | | 4.625% | | 6/1/2044 | | | 206,446 | |
| 314,494 | | | Loan ID 200668 | | Fixed | | 3.625% | | 4/1/2043 | | | 271,263 | |
| 160,082 | | | Loan ID 200669 | | Fixed | | 5.250% | | 4/1/2044 | | | 146,149 | |
| 69,954 | | | Loan ID 200670 | | Fixed | | 4.375% | | 2/1/2029 | | | 55,915 | |
| 245,527 | | | Loan ID 200671 | | Fixed | | 4.625% | | 8/1/2043 | | | 216,222 | |
| 164,456 | | | Loan ID 200672 | | Fixed | | 3.750% | | 7/1/2043 | | | 139,039 | |
| 142,306 | | | Loan ID 200673 | | Fixed | | 4.625% | | 5/1/2044 | | | 121,258 | |
| 319,551 | | | Loan ID 200674 | | Fixed | | 4.500% | | 5/1/2044 | | | 270,244 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 325,142 | | | Loan ID 200675 | | Fixed | | 5.125% | | 4/1/2044 | | $ | 291,339 | |
| 99,812 | | | Loan ID 200676 | | Fixed | | 3.750% | | 6/1/2043 | | | 79,998 | |
| 136,942 | | | Loan ID 200677 | | Fixed | | 3.625% | | 5/1/2028 | | | 121,755 | |
| 481,612 | | | Loan ID 200678 | | Fixed | | 4.375% | | 2/1/2044 | | | 435,239 | |
| 262,566 | | | Loan ID 200679 | | Fixed | | 5.000% | | 4/1/2044 | | | 207,155 | |
| 65,549 | | | Loan ID 200680 | | Fixed | | 5.375% | | 3/1/2044 | | | 50,596 | |
| 196,447 | | | Loan ID 200682 | | Fixed | | 4.875% | | 5/1/2044 | | | 165,585 | |
| 220,260 | | | Loan ID 200683 | | Fixed | | 4.500% | | 4/1/2044 | | | 198,914 | |
| 130,346 | | | Loan ID 200684 | | Fixed | | 4.875% | | 4/1/2044 | | | 117,355 | |
| 237,301 | | | Loan ID 200685 | | Fixed | | 4.875% | | 5/1/2044 | | | 203,085 | |
| 44,505 | | | Loan ID 200686 | | Fixed | | 5.000% | | 5/1/2044 | | | 37,536 | |
| 59,208 | | | Loan ID 200687 | | Fixed | | 5.125% | | 5/1/2044 | | | 46,848 | |
| 153,836 | | | Loan ID 200688 | | Fixed | | 4.250% | | 3/1/2053 | | | 105,104 | |
| 139,258 | | | Loan ID 200689 | | Fixed | | 4.375% | | 12/1/2043 | | | 103,054 | |
| 234,524 | | | Loan ID 200690 | | Fixed | | 4.250% | | 4/1/2044 | | | 208,359 | |
| 297,805 | | | Loan ID 200691 | | Fixed | | 4.500% | | 5/1/2044 | | | 254,259 | |
| 252,070 | | | Loan ID 200692 | | Fixed | | 4.625% | | 7/1/2044 | | | 223,639 | |
| 184,150 | | | Loan ID 200693 | | Fixed | | 3.250% | | 4/1/2043 | | | 146,751 | |
| 110,760 | | | Loan ID 200694 | | Fixed | | 4.500% | | 9/1/2043 | | | 87,648 | |
| 140,021 | | | Loan ID 200695 | | Fixed | | 5.000% | | 12/1/2043 | | | 113,600 | |
| 50,779 | | | Loan ID 200696 | | Fixed | | 3.750% | | 10/1/2042 | | | 42,610 | |
| 140,504 | | | Loan ID 200697 | | Fixed | | 4.500% | | 1/1/2044 | | | 111,762 | |
| 107,825 | | | Loan ID 200698 | | Fixed | | 3.875% | | 7/1/2042 | | | 80,446 | |
| 191,962 | | | Loan ID 200699 | | Fixed | | 4.125% | | 7/1/2044 | | | 166,315 | |
| 100,257 | | | Loan ID 200700 | | Fixed | | 4.250% | | 2/1/2044 | | | 85,709 | |
| 173,468 | | | Loan ID 200701 | | Fixed | | 4.750% | | 6/1/2044 | | | 146,671 | |
| 158,159 | | | Loan ID 200702 | | Fixed | | 4.750% | | 5/1/2044 | | | 135,402 | |
| 202,905 | | | Loan ID 200703 | | Fixed | | 3.875% | | 6/1/2043 | | | 174,104 | |
| 100,633 | | | Loan ID 200704 | | Fixed | | 4.375% | | 3/1/2043 | | | 89,323 | |
| 138,770 | | | Loan ID 200705 | | Fixed | | 4.625% | | 4/1/2044 | | | 120,944 | |
| 106,085 | | | Loan ID 200706 | | Fixed | | 4.990% | | 6/1/2044 | | | 94,687 | |
| 103,416 | | | Loan ID 200707 | | Fixed | | 4.875% | | 2/1/2044 | | | 92,317 | |
| 137,697 | | | Loan ID 200708 | | Fixed | | 4.875% | | 2/1/2044 | | | 122,396 | |
| 53,186 | | | Loan ID 200709 | | Fixed | | 4.375% | | 4/1/2043 | | | 45,370 | |
| 119,688 | | | Loan ID 200710 | | Fixed | | 4.500% | | 7/1/2044 | | | 106,280 | |
| 121,100 | | | Loan ID 200711 | | Fixed | | 3.750% | | 7/1/2043 | | | 96,862 | |
| 225,861 | | | Loan ID 200712 | | Fixed | | 3.875% | | 2/1/2044 | | | 197,093 | |
| 101,801 | | | Loan ID 200713 | | Fixed | | 4.250% | | 12/1/2043 | | | 90,678 | |
| 625,191 | | | Loan ID 200714 | | Fixed | | 2.175% | | 11/1/2036 | | | 493,285 | |
| 200,730 | | | Loan ID 200715 | | ARM | | 2.750% | | 9/1/2035 | | | 158,474 | |
| 210,969 | | | Loan ID 200716 | | ARM | | 3.200% | | 8/1/2037 | | | 147,836 | |
| 160,019 | | | Loan ID 200717 | | ARM | | 2.625% | | 1/1/2035 | | | 118,909 | |
| 196,215 | | | Loan ID 200718 | | ARM | | 4.500% | | 5/1/2036 | | | 132,394 | |
| 500,000 | | | Loan ID 200719 | | ARM | | 2.625% | | 6/1/2037 | | | 394,069 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 148,022 | | | Loan ID 200720 | | ARM | | 3.125% | | 4/1/2042 | | $ | 126,337 | |
| 188,598 | | | Loan ID 200721 | | Fixed | | 3.000% | | 8/1/2037 | | | 133,332 | |
| 208,591 | | | Loan ID 200722 | | ARM | | 2.750% | | 5/1/2037 | | | 159,093 | |
| 252,790 | | | Loan ID 200723 | | ARM | | 2.750% | | 7/1/2037 | | | 213,018 | |
| 310,000 | | | Loan ID 200724 | | ARM | | 2.750% | | 5/1/2037 | | | 263,162 | |
| 192,550 | | | Loan ID 200725 | | Fixed | | 7.000% | | 7/1/2037 | | | 158,258 | |
| 152,051 | | | Loan ID 200726 | | Fixed | | 4.125% | | 9/1/2037 | | | 95,624 | |
| 183,608 | | | Loan ID 200727 | | Fixed | | 2.625% | | 7/1/2037 | | | 155,922 | |
| 267,039 | | | Loan ID 200728 | | ARM | | 2.625% | | 5/1/2037 | | | 167,923 | |
| 355,565 | | | Loan ID 200729 | | ARM | | 3.375% | | 11/1/2037 | | | 239,575 | |
| 446,693 | | | Loan ID 200730 | | ARM | | 2.625% | | 9/1/2036 | | | 376,976 | |
| 195,520 | | | Loan ID 200731 | | ARM | | 2.950% | | 6/1/2037 | | | 138,015 | |
| 205,959 | | | Loan ID 200732 | | Fixed | | 3.125% | | 9/1/2027 | | | 180,022 | |
| 241,651 | | | Loan ID 200733 | | Fixed | | 3.750% | | 12/1/2042 | | | 214,162 | |
| 253,370 | | | Loan ID 200734 | | ARM | | 3.375% | | 4/1/2044 | | | 215,376 | |
| 105,895 | | | Loan ID 200735 | | Fixed | | 4.500% | | 6/1/2044 | | | 95,539 | |
| 149,470 | | | Loan ID 200736 | | Fixed | | 4.750% | | 5/1/2044 | | | 119,757 | |
| 147,583 | | | Loan ID 200737 | | Fixed | | 4.750% | | 5/1/2044 | | | 87,697 | |
| 610,458 | | | Loan ID 200738 | | Fixed | | 4.125% | | 6/1/2044 | | | 555,133 | |
| 365,254 | | | Loan ID 200739 | | Fixed | | 4.625% | | 8/1/2044 | | | 315,601 | |
| 136,083 | | | Loan ID 200740 | | Fixed | | 4.875% | | 6/1/2044 | | | 116,369 | |
| 111,376 | | | Loan ID 200741 | | Fixed | | 4.250% | | 6/1/2044 | | | 94,348 | |
| 184,304 | | | Loan ID 200742 | | Fixed | | 4.250% | | 4/1/2043 | | | 153,802 | |
| 319,649 | | | Loan ID 200743 | | Fixed | | 4.990% | | 7/1/2044 | | | 293,979 | |
| 200,774 | | | Loan ID 200744 | | Fixed | | 3.625% | | 6/1/2043 | | | 171,710 | |
| 128,617 | | | Loan ID 200745 | | Fixed | | 3.250% | | 6/1/2043 | | | 108,835 | |
| 381,677 | | | Loan ID 200746 | | Fixed | | 5.250% | | 6/1/2044 | | | 313,454 | |
| 346,191 | | | Loan ID 200747 | | Fixed | | 4.125% | | 5/1/2043 | | | 298,736 | |
| 467,326 | | | Loan ID 200748 | | Fixed | | 4.750% | | 12/1/2043 | | | 431,872 | |
| 159,531 | | | Loan ID 200749 | | Fixed | | 4.750% | | 9/1/2043 | | | 145,048 | |
| 253,019 | | | Loan ID 200750 | | Fixed | | 4.750% | | 5/1/2044 | | | 233,217 | |
| 174,024 | | | Loan ID 200751 | | Fixed | | 3.750% | | 7/1/2029 | | | 159,130 | |
| 172,380 | | | Loan ID 200752 | | Fixed | | 4.750% | | 10/1/2043 | | | 145,438 | |
| 62,010 | | | Loan ID 200753 | | Fixed | | 5.250% | | 5/1/2044 | | | 49,317 | |
| 231,819 | | | Loan ID 200754 | | Fixed | | 4.750% | | 8/1/2044 | | | 214,351 | |
| 59,012 | | | Loan ID 200755 | | Fixed | | 4.250% | | 6/1/2043 | | | 46,984 | |
| 197,052 | | | Loan ID 200756 | | Fixed | | 4.875% | | 11/1/2043 | | | 172,405 | |
| 159,832 | | | Loan ID 200757 | | Fixed | | 4.250% | | 7/1/2044 | | | 145,887 | |
| 309,153 | | | Loan ID 200758 | | Fixed | | 3.000% | | 2/1/2052 | | | 245,217 | |
| 133,003 | | | Loan ID 200759 | | Fixed | | 3.750% | | 6/1/2043 | | | 117,894 | |
| 182,748 | | | Loan ID 200760 | | Fixed | | 3.750% | | 6/1/2043 | | | 161,610 | |
| 112,843 | | | Loan ID 200761 | | Fixed | | 4.625% | | 1/1/2044 | | | 87,162 | |
| 315,661 | | | Loan ID 200762 | | Fixed | | 3.875% | | 5/1/2042 | | | 286,772 | |
| 160,472 | | | Loan ID 200763 | | Fixed | | 4.250% | | 11/1/2043 | | | 146,850 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 322,432 | | | Loan ID 200764 | | Fixed | | 3.875% | | 6/1/2043 | | $ | 278,715 | |
| 212,870 | | | Loan ID 200765 | | Fixed | | 4.875% | | 11/1/2043 | | | 183,449 | |
| 518,401 | | | Loan ID 200766 | | Fixed | | 3.625% | | 12/1/2042 | | | 464,025 | |
| 422,865 | | | Loan ID 200767 | | Fixed | | 5.000% | | 6/1/2042 | | | 381,938 | |
| 525,787 | | | Loan ID 200768 | | Fixed | | 4.000% | | 6/1/2043 | | | 465,895 | |
| 142,464 | | | Loan ID 200770 | | Fixed | | 4.000% | | 5/1/2043 | | | 127,523 | |
| 183,042 | | | Loan ID 200771 | | Fixed | | 4.500% | | 4/1/2043 | | | 148,679 | |
| 259,145 | | | Loan ID 200772 | | Fixed | | 3.750% | | 3/1/2043 | | | 231,896 | |
| 60,666 | | | Loan ID 200773 | | Fixed | | 3.750% | | 10/1/2043 | | | 40,413 | |
| 215,347 | | | Loan ID 200774 | | Fixed | | 3.875% | | 7/1/2043 | | | 188,502 | |
| 46,419 | | | Loan ID 200775 | | Fixed | | 4.250% | | 4/1/2043 | | | 41,164 | |
| 84,938 | | | Loan ID 200776 | | Fixed | | 4.250% | | 3/1/2044 | | | 72,264 | |
| 55,563 | | | Loan ID 200777 | | Fixed | | 4.750% | | 6/1/2044 | | | 46,980 | |
| 110,930 | | | Loan ID 200778 | | Fixed | | 4.625% | | 6/1/2044 | | | 103,101 | |
| 148,271 | | | Loan ID 200779 | | Fixed | | 4.625% | | 8/1/2044 | | | 134,863 | |
| 38,937 | | | Loan ID 200780 | | Fixed | | 4.250% | | 8/1/2044 | | | 33,128 | |
| 173,635 | | | Loan ID 200781 | | Fixed | | 4.625% | | 9/1/2044 | | | 157,975 | |
| 145,387 | | | Loan ID 200783 | | Fixed | | 4.750% | | 9/1/2044 | | | 132,504 | |
| 413,444 | | | Loan ID 200784 | | Fixed | | 4.125% | | 9/1/2044 | | | 373,141 | |
| 119,041 | | | Loan ID 200785 | | Fixed | | 4.500% | | 8/1/2044 | | | 108,522 | |
| 235,743 | | | Loan ID 200786 | | Fixed | | 4.625% | | 7/1/2044 | | | 213,115 | |
| 44,734 | | | Loan ID 200787 | | Fixed | | 4.750% | | 9/1/2044 | | | 36,313 | |
| 211,587 | | | Loan ID 200788 | | Fixed | | 3.625% | | 12/1/2028 | | | 186,282 | |
| 136,253 | | | Loan ID 200789 | | Fixed | | 3.750% | | 9/1/2044 | | | 119,384 | |
| 157,327 | | | Loan ID 200790 | | Fixed | | 4.250% | | 8/1/2044 | | | 141,438 | |
| 210,578 | | | Loan ID 200791 | | Fixed | | 4.875% | | 6/1/2044 | | | 191,979 | |
| 378,288 | | | Loan ID 200792 | | Fixed | | 3.375% | | 1/1/2043 | | | 290,427 | |
| 377,387 | | | Loan ID 200793 | | Fixed | | 2.000% | | 10/1/2051 | | | 300,327 | |
| 235,009 | | | Loan ID 200794 | | Fixed | | 2.000% | | 4/1/2050 | | | 186,882 | |
| 98,253 | | | Loan ID 200795 | | Fixed | | 6.750% | | 8/1/2036 | | | 64,685 | |
| 73,841 | | | Loan ID 200796 | | Fixed | | 2.170% | | 12/1/2053 | | | 47,219 | |
| 431,762 | | | Loan ID 200797 | | Fixed | | 2.000% | | 6/1/2052 | | | 276,069 | |
| 62,230 | | | Loan ID 200799 | | Fixed | | 3.000% | | 2/5/2053 | | | 52,185 | |
| 62,803 | | | Loan ID 200800 | | Fixed | | 4.000% | | 1/1/2053 | | | 44,183 | |
| 115,348 | | | Loan ID 200801 | | Fixed | | 2.000% | | 7/1/2037 | | | 74,595 | |
| 217,318 | | | Loan ID 200802 | | Fixed | | 5.000% | | 1/1/2042 | | | 139,438 | |
| 367,270 | | | Loan ID 200803 | | Fixed | | 2.250% | | 11/1/2050 | | | 349,931 | |
| 76,745 | | | Loan ID 200804 | | Fixed | | 2.000% | | 6/1/2050 | | | 61,301 | |
| 163,572 | | | Loan ID 200805 | | Fixed | | 2.000% | | 7/1/2050 | | | 137,598 | |
| 160,219 | | | Loan ID 200806 | | Fixed | | 5.000% | | 8/1/2049 | | | 100,219 | |
| 304,041 | | | Loan ID 200807 | | Fixed | | 2.460% | | 7/1/2047 | | | 250,637 | |
| 65,687 | | | Loan ID 200808 | | Fixed | | 2.000% | | 11/1/2050 | | | 35,528 | |
| 118,716 | | | Loan ID 200809 | | Fixed | | 2.000% | | 4/1/2050 | | | 98,290 | |
| 145,816 | | | Loan ID 200810 | | Fixed | | 3.000% | | 1/1/2050 | | | 127,901 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 119,156 | | | Loan ID 200811 | | Fixed | | 2.000% | | 4/1/2050 | | $ | 66,661 | |
| 146,209 | | | Loan ID 200812 | | Fixed | | 4.000% | | 4/1/2042 | | | 99,883 | |
| 281,126 | | | Loan ID 200813 | | Fixed | | 2.000% | | 12/1/2049 | | | 229,927 | |
| 247,705 | | | Loan ID 200814 | | Fixed | | 8.250% | | 7/1/2039 | | | 204,541 | |
| 319,070 | | | Loan ID 200815 | | Fixed | | 2.000% | | 3/1/2053 | | | 263,482 | |
| 86,021 | | | Loan ID 200816 | | Fixed | | 2.000% | | 11/1/2050 | | | 70,666 | |
| 292,294 | | | Loan ID 200817 | | Fixed | | 2.000% | | 1/1/2050 | | | 239,062 | |
| 56,002 | | | Loan ID 200818 | | Fixed | | 3.490% | | 8/1/2051 | | | 37,609 | |
| 268,274 | | | Loan ID 200819 | | Fixed | | 2.000% | | 9/1/2053 | | | 140,217 | |
| 142,286 | | | Loan ID 200820 | | Fixed | | 4.000% | | 7/1/2044 | | | 118,326 | |
| 217,174 | | | Loan ID 200821 | | Fixed | | 4.250% | | 8/1/2044 | | | 192,537 | |
| 331,360 | | | Loan ID 200822 | | Fixed | | 4.750% | | 1/1/2042 | | | 287,650 | |
| 84,870 | | | Loan ID 200823 | | Fixed | | 4.250% | | 9/1/2044 | | | 68,348 | |
| 230,561 | | | Loan ID 200824 | | Fixed | | 4.250% | | 8/1/2044 | | | 197,722 | |
| 153,423 | | | Loan ID 200825 | | Fixed | | 4.500% | | 10/1/2044 | | | 133,352 | |
| 110,247 | | | Loan ID 200826 | | Fixed | | 4.375% | | 9/1/2044 | | | 99,102 | |
| 195,300 | | | Loan ID 200827 | | Fixed | | 3.875% | | 6/1/2044 | | | 170,103 | |
| 244,099 | | | Loan ID 200828 | | Fixed | | 4.375% | | 7/1/2044 | | | 209,803 | |
| 269,165 | | | Loan ID 200829 | | Fixed | | 4.375% | | 7/1/2043 | | | 246,074 | |
| 221,062 | | | Loan ID 200830 | | Fixed | | 2.875% | | 7/1/2044 | | | 187,144 | |
| 91,850 | | | Loan ID 200831 | | Fixed | | 4.250% | | 10/1/2044 | | | 82,618 | |
| 354,899 | | | Loan ID 200832 | | Fixed | | 4.250% | | 10/1/2044 | | | 317,166 | |
| 371,707 | | | Loan ID 200833 | | Fixed | | 4.250% | | 1/1/2043 | | | 338,218 | |
| 167,250 | | | Loan ID 200834 | | Fixed | | 4.125% | | 7/1/2043 | | | 149,681 | |
| 342,109 | | | Loan ID 200835 | | Fixed | | 5.000% | | 8/1/2043 | | | 300,970 | |
| 766,644 | | | Loan ID 200836 | | Fixed | | 4.250% | | 9/1/2044 | | | 702,998 | |
| 344,825 | | | Loan ID 200837 | | Fixed | | 4.625% | | 8/1/2044 | | | 315,182 | |
| 191,190 | | | Loan ID 200838 | | Fixed | | 3.750% | | 8/1/2044 | | | 167,581 | |
| 244,697 | | | Loan ID 200839 | | Fixed | | 5.000% | | 5/1/2044 | | | 223,148 | |
| 330,969 | | | Loan ID 200840 | | Fixed | | 3.750% | | 7/1/2044 | | | 279,972 | |
| 133,684 | | | Loan ID 200841 | | Fixed | | 4.250% | | 7/1/2044 | | | 113,061 | |
| 189,802 | | | Loan ID 200842 | | Fixed | | 4.250% | | 8/1/2044 | | | 168,138 | |
| 372,119 | | | Loan ID 200843 | | Fixed | | 4.750% | | 10/1/2043 | | | 341,050 | |
| 317,075 | | | Loan ID 200844 | | Fixed | | 4.500% | | 7/1/2043 | | | 286,867 | |
| 256,396 | | | Loan ID 200845 | | Fixed | | 4.125% | | 6/1/2032 | | | 175,018 | |
| 212,503 | | | Loan ID 200846 | | Fixed | | 4.375% | | 11/1/2043 | | | 163,520 | |
| 188,560 | | | Loan ID 200847 | | Fixed | | 4.750% | | 10/1/2044 | | | 171,535 | |
| 184,564 | | | Loan ID 200848 | | Fixed | | 2.000% | | 6/1/2051 | | | 135,138 | |
| 227,809 | | | Loan ID 200849 | | Fixed | | 5.014% | | 11/1/2047 | | | 141,920 | |
| 149,852 | | | Loan ID 200850 | | Fixed | | 2.000% | | 6/1/2051 | | | 79,535 | |
| 190,968 | | | Loan ID 200851 | | Fixed | | 4.000% | | 7/1/2051 | | | 139,873 | |
| 636,955 | | | Loan ID 200852 | | Fixed | | 2.868% | | 2/1/2053 | | | 469,436 | |
| 119,414 | | | Loan ID 200853 | | Fixed | | 2.818% | | 4/1/2037 | | | 86,616 | |
| 108,653 | | | Loan ID 200854 | | Fixed | | 2.500% | | 4/1/2053 | | | 87,878 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 225,171 | | | Loan ID 200855 | | ARM | | 3.450% | | 7/1/2037 | | $ | 166,032 | |
| 223,336 | | | Loan ID 200856 | | Fixed | | 4.000% | | 6/1/2042 | | | 121,395 | |
| 245,847 | | | Loan ID 200857 | | Fixed | | 2.125% | | 7/1/2040 | | | 167,119 | |
| 276,938 | | | Loan ID 200858 | | Fixed | | 2.000% | | 1/1/2053 | | | 203,228 | |
| 249,811 | | | Loan ID 200859 | | Fixed | | 2.170% | | 12/1/2052 | | | 157,009 | |
| 173,248 | | | Loan ID 200860 | | Fixed | | 2.000% | | 3/1/2052 | | | 92,423 | |
| 442,532 | | | Loan ID 200861 | | Fixed | | 2.000% | | 6/1/2054 | | | 363,598 | |
| 160,222 | | | Loan ID 200862 | | Fixed | | 2.748% | | 8/1/2050 | | | 118,012 | |
| 261,143 | | | Loan ID 200863 | | Fixed | | 2.000% | | 7/1/2052 | | | 214,150 | |
| 279,625 | | | Loan ID 200864 | | Fixed | | 2.000% | | 1/1/2037 | | | 177,894 | |
| 215,920 | | | Loan ID 200865 | | Fixed | | 3.060% | | 11/1/2053 | | | 158,593 | |
| 278,208 | | | Loan ID 200866 | | Fixed | | 2.000% | | 5/1/2053 | | | 229,324 | |
| 117,456 | | | Loan ID 200867 | | Fixed | | 2.370% | | 9/1/2053 | | | 85,916 | |
| 317,737 | | | Loan ID 200869 | | ARM | | 3.620% | | 4/1/2037 | | | 211,223 | |
| 2,770,505 | | | Loan ID 200871 | | Fixed | | 2.000% | | 8/1/2053 | | | 1,996,797 | |
| 400,721 | | | Loan ID 200872 | | Fixed | | 3.200% | | 8/1/2050 | | | 292,959 | |
| 205,100 | | | Loan ID 200873 | | Fixed | | 3.525% | | 11/1/2053 | | | 151,035 | |
| 216,152 | | | Loan ID 200874 | | Fixed | | 2.000% | | 11/1/2047 | | | 151,327 | |
| 588,615 | | | Loan ID 200875 | | Fixed | | 2.000% | | 5/1/2054 | | | 426,247 | |
| 205,915 | | | Loan ID 200876 | | Fixed | | 2.625% | | 5/1/2035 | | | 172,725 | |
| 407,223 | | | Loan ID 200877 | | Fixed | | 4.750% | | 9/1/2042 | | | 299,352 | |
| 141,402 | | | Loan ID 200878 | | Fixed | | 2.000% | | 7/1/2050 | | | 102,293 | |
| 524,463 | | | Loan ID 200879 | | Fixed | | 2.375% | | 3/1/2036 | | | 409,925 | |
| 199,042 | | | Loan ID 200880 | | Fixed | | 4.250% | | 6/1/2043 | | | 169,268 | |
| 302,729 | | | Loan ID 200881 | | Fixed | | 4.875% | | 8/1/2040 | | | 204,016 | |
| 187,401 | | | Loan ID 200882 | | Fixed | | 5.125% | | 9/1/2043 | | | 169,411 | |
| 95,236 | | | Loan ID 200883 | | Fixed | | 3.375% | | 5/1/2028 | | | 84,497 | |
| 98,000 | | | Loan ID 200884 | | ARM | | 3.125% | | 3/1/2043 | | | 83,517 | |
| 179,706 | | | Loan ID 200885 | | Fixed | | 4.875% | | 10/1/2044 | | | 156,689 | |
| 101,349 | | | Loan ID 200886 | | Fixed | | 4.250% | | 10/1/2044 | | | 89,218 | |
| 261,357 | | | Loan ID 200887 | | Fixed | | 4.750% | | 9/1/2044 | | | 236,212 | |
| 249,060 | | | Loan ID 200888 | | Fixed | | 4.500% | | 9/1/2044 | | | 212,005 | |
| 143,237 | | | Loan ID 200889 | | Fixed | | 4.500% | | 10/1/2044 | | | 129,353 | |
| 139,674 | | | Loan ID 200890 | | Fixed | | 4.375% | | 11/1/2044 | | | 117,675 | |
| 215,366 | | | Loan ID 200891 | | Fixed | | 4.250% | | 10/1/2044 | | | 181,181 | |
| 266,507 | | | Loan ID 200892 | | Fixed | | 3.750% | | 9/1/2043 | | | 230,362 | |
| 231,246 | | | Loan ID 200893 | | Fixed | | 5.000% | | 11/1/2043 | | | 202,588 | |
| 103,266 | | | Loan ID 200894 | | Fixed | | 5.000% | | 10/1/2043 | | | 91,202 | |
| 235,671 | | | Loan ID 200895 | | Fixed | | 3.875% | | 11/1/2043 | | | 201,699 | |
| 67,182 | | | Loan ID 200896 | | Fixed | | 4.750% | | 10/1/2043 | | | 36,215 | |
| 201,816 | | | Loan ID 200897 | | Fixed | | 4.750% | | 10/1/2044 | | | 164,928 | |
| 229,342 | | | Loan ID 200898 | | Fixed | | 4.250% | | 10/1/2043 | | | 133,380 | |
| 120,307 | | | Loan ID 200899 | | Fixed | | 4.625% | | 1/1/2044 | | | 64,969 | |
| 390,980 | | | Loan ID 200900 | | Fixed | | 4.375% | | 9/1/2044 | | | 333,847 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 222,264 | | | Loan ID 200901 | | Fixed | | 4.250% | | 4/1/2044 | | $ | 187,653 | |
| 686,673 | | | Loan ID 200902 | | Fixed | | 4.250% | | 9/1/2044 | | | 621,838 | |
| 336,089 | | | Loan ID 200903 | | Fixed | | 4.750% | | 5/1/2044 | | | 303,971 | |
| 259,580 | | | Loan ID 200904 | | Fixed | | 5.125% | | 9/1/2044 | | | 224,365 | |
| 414,643 | | | Loan ID 200905 | | Fixed | | 5.375% | | 9/1/2044 | | | 368,002 | |
| 333,071 | | | Loan ID 200906 | | Fixed | | 4.000% | | 2/1/2035 | | | 289,736 | |
| 355,586 | | | Loan ID 200907 | | ARM | | 3.250% | | 8/1/2047 | | | 270,699 | |
| 109,066 | | | Loan ID 200908 | | Fixed | | 4.000% | | 6/1/2049 | | | 92,265 | |
| 119,074 | | | Loan ID 200909 | | Fixed | | 4.870% | | 3/1/2046 | | | 104,410 | |
| 210,755 | | | Loan ID 200910 | | Fixed | | 3.300% | | 4/1/2053 | | | 167,269 | |
| 150,729 | | | Loan ID 200911 | | Fixed | | 3.380% | | 9/1/2053 | | | 127,070 | |
| 723,314 | | | Loan ID 200912 | | Fixed | | 3.500% | | 3/1/2037 | | | 658,845 | |
| 61,582 | | | Loan ID 200913 | | Fixed | | 4.250% | | 5/1/2047 | | | 44,917 | |
| 157,876 | | | Loan ID 200914 | | Fixed | | 2.875% | | 12/1/2047 | | | 133,696 | |
| 145,054 | | | Loan ID 200915 | | Fixed | | 2.990% | | 9/1/2053 | | | 110,602 | |
| 94,785 | | | Loan ID 200916 | | Fixed | | 4.000% | | 10/1/2037 | | | 78,932 | |
| 164,146 | | | Loan ID 200917 | | Fixed | | 4.875% | | 1/1/2051 | | | 141,837 | |
| 525,848 | | | Loan ID 200918 | | Fixed | | 3.875% | | 10/1/2035 | | | 394,794 | |
| 571,603 | | | Loan ID 200919 | | Fixed | | 3.000% | | 8/1/2045 | | | 479,275 | |
| 135,132 | | | Loan ID 200920 | | Fixed | | 3.875% | | 8/1/2048 | | | 98,743 | |
| 101,779 | | | Loan ID 200921 | | ARM | | 3.125% | | 7/1/2051 | | | 84,509 | |
| 436,257 | | | Loan ID 200922 | | Fixed | | 3.340% | | 9/1/2053 | | | 365,315 | |
| 459,648 | | | Loan ID 200923 | | Fixed | | 2.750% | | 12/1/2036 | | | 380,872 | |
| 522,742 | | | Loan ID 200924 | | Fixed | | 4.000% | | 9/1/2051 | | | 465,205 | |
| 464,083 | | | Loan ID 200925 | | Fixed | | 4.000% | | 9/1/2051 | | | 413,243 | |
| 253,628 | | | Loan ID 200926 | | ARM | | 3.375% | | 4/1/2047 | | | 199,515 | |
| 352,157 | | | Loan ID 200927 | | Fixed | | 3.000% | | 8/1/2038 | | | 298,979 | |
| 130,462 | | | Loan ID 200928 | | Fixed | | 4.800% | | 12/1/2036 | | | 112,056 | |
| 169,299 | | | Loan ID 200929 | | Fixed | | 4.625% | | 1/1/2043 | | | 149,278 | |
| 191,717 | | | Loan ID 200930 | | Fixed | | 2.000% | | 12/1/2050 | | | 168,699 | |
| 317,661 | | | Loan ID 200931 | | Fixed | | 4.250% | | 12/1/2052 | | | 279,483 | |
| 191,767 | | | Loan ID 200932 | | Fixed | | 3.500% | | 5/1/2043 | | | 139,222 | |
| 318,270 | | | Loan ID 200933 | | Fixed | | 4.250% | | 3/1/2043 | | | 282,955 | |
| 120,885 | | | Loan ID 200934 | | Fixed | | 3.810% | | 1/1/2043 | | | 97,196 | |
| 187,713 | | | Loan ID 200935 | | Fixed | | 3.875% | | 4/1/2043 | | | 157,930 | |
| 206,262 | | | Loan ID 200936 | | Fixed | | 4.000% | | 5/1/2042 | | | 173,002 | |
| 108,783 | | | Loan ID 200937 | | Fixed | | 5.500% | | 5/1/2041 | | | 90,527 | |
| 182,172 | | | Loan ID 200938 | | Fixed | | 4.125% | | 4/1/2043 | | | 152,378 | |
| 128,421 | | | Loan ID 200939 | | Fixed | | 4.170% | | 5/1/2042 | | | 107,849 | |
| 210,981 | | | Loan ID 200940 | | Fixed | | 3.250% | | 2/1/2043 | | | 176,838 | |
| 122,948 | | | Loan ID 200941 | | Fixed | | 3.780% | | 1/1/2043 | | | 104,779 | |
| 294,019 | | | Loan ID 200942 | | Fixed | | 4.000% | | 4/1/2043 | | | 253,011 | |
| 125,293 | | | Loan ID 200943 | | Fixed | | 4.875% | | 11/1/2043 | | | 110,318 | |
| 109,564 | | | Loan ID 200944 | | Fixed | | 4.500% | | 2/1/2044 | | | 96,719 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 147,118 | | | Loan ID 200945 | | Fixed | | 5.125% | | 4/1/2044 | | $ | 126,848 | |
| 591,555 | | | Loan ID 200946 | | Fixed | | 5.125% | | 5/1/2044 | | | 529,159 | |
| 303,679 | | | Loan ID 200947 | | Fixed | | 4.000% | | 2/1/2043 | | | 261,600 | |
| 135,203 | | | Loan ID 200948 | | Fixed | | 4.625% | | 12/1/2042 | | | 118,679 | |
| 296,581 | | | Loan ID 200949 | | Fixed | | 3.875% | | 4/1/2043 | | | 263,193 | |
| 111,263 | | | Loan ID 200950 | | Fixed | | 4.750% | | 12/1/2042 | | | 96,884 | |
| 330,976 | | | Loan ID 200951 | | Fixed | | 2.375% | | 7/1/2038 | | | 257,148 | |
| 191,861 | | | Loan ID 200952 | | Fixed | | 3.875% | | 1/1/2043 | | | 160,351 | |
| 124,587 | | | Loan ID 200953 | | Fixed | | 3.750% | | 12/1/2042 | | | 106,181 | |
| 400,353 | | | Loan ID 200954 | | Fixed | | 3.625% | | 1/1/2043 | | | 342,492 | |
| 351,446 | | | Loan ID 200955 | | Fixed | | 3.250% | | 5/1/2043 | | | 300,132 | |
| 270,282 | | | Loan ID 200956 | | Fixed | | 5.000% | | 8/1/2051 | | | 223,513 | |
| 176,456 | | | Loan ID 200957 | | Fixed | | 3.875% | | 6/1/2043 | | | 151,546 | |
| 101,730 | | | Loan ID 200958 | | Fixed | | 3.875% | | 6/1/2043 | | | 86,386 | |
| 441,811 | | | Loan ID 200959 | | Fixed | | 4.000% | | 11/1/2042 | | | 380,810 | |
| 397,826 | | | Loan ID 200960 | | Fixed | | 3.500% | | 1/1/2043 | | | 334,176 | |
| 188,135 | | | Loan ID 200961 | | Fixed | | 4.750% | | 6/1/2043 | | | 165,123 | |
| 219,674 | | | Loan ID 200962 | | Fixed | | 4.250% | | 10/1/2044 | | | 186,978 | |
| 123,663 | | | Loan ID 200963 | | Fixed | | 4.750% | | 9/1/2044 | | | 106,409 | |
| 372,895 | | | Loan ID 200964 | | Fixed | | 3.750% | | 7/1/2043 | | | 319,701 | |
| 216,161 | | | Loan ID 200965 | | Fixed | | 4.125% | | 11/1/2044 | | | 178,969 | |
| 153,009 | | | Loan ID 200966 | | Fixed | | 4.875% | | 7/1/2044 | | | 128,284 | |
| 74,194 | | | Loan ID 200967 | | Fixed | | 5.125% | | 5/1/2044 | | | 57,328 | |
| 99,324 | | | Loan ID 200968 | | Fixed | | 4.250% | | 11/1/2044 | | | 72,446 | |
| 379,110 | | | Loan ID 200969 | | Fixed | | 4.875% | | 8/1/2043 | | | 339,111 | |
| 52,649 | | | Loan ID 200970 | | Fixed | | 4.375% | | 8/1/2043 | | | 43,544 | |
| 188,728 | | | Loan ID 200971 | | Fixed | | 4.000% | | 1/1/2044 | | | 137,413 | |
| 139,113 | | | Loan ID 200972 | | Fixed | | 4.750% | | 2/1/2044 | | | 123,141 | |
| 142,699 | | | Loan ID 200973 | | Fixed | | 4.500% | | 6/1/2044 | | | 122,425 | |
| 161,102 | | | Loan ID 200974 | | Fixed | | 4.250% | | 10/1/2044 | | | 139,421 | |
| 59,774 | | | Loan ID 200975 | | Fixed | | 4.750% | | 12/1/2044 | | | 52,433 | |
| 209,446 | | | Loan ID 200976 | | Fixed | | 4.500% | | 12/1/2044 | | | 178,400 | |
| 366,713 | | | Loan ID 200977 | | Fixed | | 4.875% | | 9/1/2044 | | | 321,324 | |
| 126,308 | | | Loan ID 200978 | | Fixed | | 4.625% | | 11/1/2044 | | | 109,326 | |
| 113,077 | | | Loan ID 200979 | | Fixed | | 4.375% | | 11/1/2044 | | | 99,352 | |
| 185,715 | | | Loan ID 200980 | | Fixed | | 4.250% | | 11/1/2044 | | | 161,909 | |
| 322,744 | | | Loan ID 200981 | | Fixed | | 4.625% | | 11/1/2044 | | | 287,286 | |
| 149,392 | | | Loan ID 200982 | | Fixed | | 4.375% | | 11/1/2044 | | | 93,331 | |
| 233,207 | | | Loan ID 200983 | | Fixed | | 4.375% | | 8/1/2044 | | | 197,906 | |
| 160,430 | | | Loan ID 200984 | | Fixed | | 5.000% | | 10/1/2043 | | | 138,310 | |
| 271,979 | | | Loan ID 200985 | | Fixed | | 4.250% | | 12/1/2044 | | | 238,846 | |
| 161,036 | | | Loan ID 200986 | | Fixed | | 4.250% | | 12/1/2044 | | | 141,179 | |
| 119,379 | | | Loan ID 200987 | | Fixed | | 4.625% | | 10/1/2044 | | | 101,915 | |
| 232,362 | | | Loan ID 200988 | | Fixed | | 4.875% | | 2/1/2044 | | | 202,607 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 241,215 | | | Loan ID 200989 | | Fixed | | 3.750% | | 6/1/2029 | | $ | 192,255 | |
| 658,649 | | | Loan ID 200990 | | Fixed | | 4.750% | | 10/1/2044 | | | 585,407 | |
| 139,629 | | | Loan ID 200991 | | Fixed | | 4.500% | | 5/1/2044 | | | 92,123 | |
| 299,536 | | | Loan ID 200992 | | Fixed | | 4.125% | | 5/1/2043 | | | 257,715 | |
| 178,065 | | | Loan ID 200993 | | Fixed | | 2.004% | | 7/15/2049 | | | 125,792 | |
| 208,454 | | | Loan ID 200994 | | Fixed | | 4.125% | | 5/1/2053 | | | 174,418 | |
| 204,387 | | | Loan ID 200995 | | Fixed | | 2.750% | | 5/1/2047 | | | 160,305 | |
| 59,543 | | | Loan ID 200996 | | Fixed | | 2.500% | | 8/1/2048 | | | 38,957 | |
| 102,724 | | | Loan ID 200997 | | Fixed | | 2.000% | | 3/1/2051 | | | 77,479 | |
| 376,645 | | | Loan ID 200998 | | Fixed | | 2.250% | | 12/1/2050 | | | 285,293 | |
| 102,837 | | | Loan ID 200999 | | Fixed | | 4.250% | | 4/1/2044 | | | 82,011 | |
| 77,671 | | | Loan ID 201000 | | Fixed | | 5.125% | | 2/1/2039 | | | 69,451 | |
| 105,199 | | | Loan ID 201001 | | Fixed | | 7.413% | | 9/1/2037 | | | 93,999 | |
| 39,880 | | | Loan ID 201002 | | Fixed | | 0.000% | | 10/1/2024 | | | 34,564 | |
| 40,568 | | | Loan ID 201003 | | Fixed | | 0.000% | | 12/1/2024 | | | 35,160 | |
| 137,981 | | | Loan ID 201005 | | Fixed | | 4.750% | | 7/1/2041 | | | 120,267 | |
| 45,521 | | | Loan ID 201006 | | Fixed | | 6.875% | | 3/1/2038 | | | 39,355 | |
| 83,521 | | | Loan ID 201007 | | Fixed | | 7.125% | | 4/1/2037 | | | 72,007 | |
| 81,200 | | | Loan ID 201008 | | Fixed | | 7.125% | | 10/1/2038 | | | 73,267 | |
| 79,877 | | | Loan ID 201009 | | Fixed | | 0.000% | | 4/1/2033 | | | 69,332 | |
| 85,154 | | | Loan ID 201010 | | Fixed | | 5.500% | | 4/1/2039 | | | 76,043 | |
| 55,282 | | | Loan ID 201011 | | Fixed | | 0.000% | | 2/1/2023 | | | 48,065 | |
| 48,383 | | | Loan ID 201012 | | Fixed | | 7.500% | | 12/1/2038 | | | 43,359 | |
| 58,805 | | | Loan ID 201013 | | Fixed | | 7.500% | | 12/1/2038 | | | 52,699 | |
| 103,977 | | | Loan ID 201014 | | Fixed | | 0.000% | | 2/1/2033 | | | 90,185 | |
| 23,385 | | | Loan ID 201015 | | Fixed | | 0.000% | | 3/29/2021 | | | 20,244 | |
| 109,779 | | | Loan ID 201016 | | Fixed | | 6.500% | | 2/1/2036 | | | 95,186 | |
| 31,693 | | | Loan ID 201017 | | Fixed | | 0.000% | | 4/1/2032 | | | 27,469 | |
| 319,355 | | | Loan ID 201018 | | Fixed | | 6.750% | | 6/1/2037 | | | 287,147 | |
| 106,410 | | | Loan ID 201019 | | ARM | | 2.875% | | 2/1/2037 | | | 87,727 | |
| 108,179 | | | Loan ID 201020 | | Fixed | | 0.000% | | 10/1/2034 | | | 93,775 | |
| 104,205 | | | Loan ID 201021 | | Fixed | | 6.870% | | 8/1/2047 | | | 93,450 | |
| 85,762 | | | Loan ID 201022 | | ARM | | 2.625% | | 5/1/2037 | | | 74,362 | |
| 151,023 | | | Loan ID 201023 | | Fixed | | 6.450% | | 2/1/2036 | | | 100,948 | |
| 101,870 | | | Loan ID 201024 | | Fixed | | 9.000% | | 1/1/2033 | | | 89,485 | |
| 196,852 | | | Loan ID 201025 | | ARM | | 2.875% | | 1/1/2042 | | | 169,112 | |
| 84,943 | | | Loan ID 201026 | | Fixed | | 7.750% | | 12/1/2035 | | | 64,120 | |
| 108,672 | | | Loan ID 201027 | | Fixed | | 9.538% | | 3/1/2037 | | | 96,380 | |
| 176,999 | | | Loan ID 201028 | | Fixed | | 4.625% | | 4/1/2044 | | | 148,543 | |
| 360,816 | | | Loan ID 201029 | | Fixed | | 4.125% | | 3/1/2044 | | | 287,583 | |
| 108,410 | | | Loan ID 201030 | | Fixed | | 5.000% | | 7/1/2042 | | | 88,967 | |
| 198,916 | | | Loan ID 201031 | | Fixed | | 4.375% | | 12/1/2044 | | | 169,207 | |
| 147,713 | | | Loan ID 201032 | | Fixed | | 4.500% | | 11/1/2044 | | | 116,366 | |
| 299,873 | | | Loan ID 201033 | | Fixed | | 4.125% | | 12/1/2044 | | | 262,666 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
PORTFOLIO OF INVESTMENTS (Unaudited)(Continued) |
March 31, 2015 |
Principal | | | | | Loan Type | | Interest Rate | | Maturity | | Value | |
| | | | MORTGAGE NOTES (Continued) - 104.4% | | | | | | | | | | |
$ | 67,630 | | | Loan ID 201034 | | Fixed | | 4.625% | | 1/1/2045 | | $ | 49,349 | |
| 107,448 | | | Loan ID 201035 | | Fixed | | 4.375% | | 9/1/2044 | | | 70,600 | |
| 102,659 | | | Loan ID 201036 | | Fixed | | 4.375% | | 12/1/2044 | | | 85,668 | |
| 71,575 | | | Loan ID 201037 | | Fixed | | 8.250% | | 7/1/2039 | | | 62,049 | |
| 114,854 | | | Loan ID 201038 | | Fixed | | 1.500% | | 5/1/2039 | | | 80,681 | |
| 462,891 | | | Loan ID 201039 | | Fixed | | 3.500% | | 10/1/2045 | | | 336,896 | |
| 290,222 | | | Loan ID 201040 | | Fixed | | 2.000% | | 11/1/2045 | | | 205,071 | |
| 94,062 | | | Loan ID 201041 | | Fixed | | 3.750% | | 11/1/2052 | | | 80,558 | |
| 122,817 | | | Loan ID 201042 | | Fixed | | 3.000% | | 8/1/2047 | | | 93,911 | |
| 118,941 | | | Loan ID 201043 | | Fixed | | 2.500% | | 4/1/2039 | | | 98,936 | |
| 194,444 | | | Loan ID 201044 | | Fixed | | 4.870% | | 3/29/2037 | | | 170,085 | |
| 117,397 | | | Loan ID 201045 | | Fixed | | 2.000% | | 7/1/2037 | | | 96,387 | |
| 274,970 | | | Loan ID 201046 | | Fixed | | 2.000% | | 4/1/2053 | | | 205,285 | |
| 112,897 | | | Loan ID 201047 | | Fixed | | 2.000% | | 4/1/2053 | | | 82,801 | |
| 179,912 | | | Loan ID 201048 | | Fixed | | 2.000% | | 4/1/2052 | | | 151,851 | |
| 503,437 | | | Loan ID 201049 | | Fixed | | 2.000% | | 4/1/2052 | | | 326,051 | |
| 662,459 | | | Loan ID 201050 | | Fixed | | 2.000% | | 8/1/2053 | | | 516,945 | |
| 280,746 | | | Loan ID 201051 | | Fixed | | 3.174% | | 9/1/2053 | | | 214,083 | |
| 132,135 | | | Loan ID 201052 | | Fixed | | 2.000% | | 4/1/2053 | | | 97,016 | |
| 67,555 | | | Loan ID 201053 | | Fixed | | 3.860% | | 7/1/2053 | | | 57,083 | |
| 222,657 | | | Loan ID 201054 | | Fixed | | 2.400% | | 5/17/2050 | | | 182,337 | |
| 603,388 | | | Loan ID 201055 | | Fixed | | 3.000% | | 2/1/2037 | | | 496,158 | |
| 619,281 | | | Loan ID 201056 | | Fixed | | 2.000% | | 7/1/2054 | | | 510,098 | |
| 176,283 | | | Loan ID 201057 | | Fixed | | 2.000% | | 1/1/2050 | | | 133,942 | |
| 146,382 | | | Loan ID 201058 | | Fixed | | 2.500% | | 8/1/2037 | | | 120,558 | |
| 140,402 | | | Loan ID 201059 | | Fixed | | 2.000% | | 4/1/2053 | | | 106,044 | |
| 124,129 | | | Loan ID 201060 | | Fixed | | 2.625% | | 3/1/2035 | | | 104,181 | |
| 89,754 | | | Loan ID 201061 | | Fixed | | 3.000% | | 3/1/2050 | | | 75,682 | |
| 125,142 | | | Loan ID 201062 | | Fixed | | 3.100% | | 4/1/2047 | | | 103,130 | |
| 130,181 | | | Loan ID 201063 | | Fixed | | 4.000% | | 9/1/2047 | | | 100,727 | |
| 52,934 | | | Loan ID 201064 | | Fixed | | 2.000% | | 12/1/2052 | | | 38,344 | |
| 222,666 | | | Loan ID 201065 | | Fixed | | 3.000% | | 7/1/2037 | | | 153,245 | |
| 240,695 | | | Loan ID 201066 | | Fixed | | 4.250% | | 12/1/2046 | | | 207,248 | |
| 454,997 | | | Loan ID 201067 | | Fixed | | 4.750% | | 1/1/2044 | | | 389,397 | |
| 310,454 | | | Loan ID 201068 | | Fixed | | 5.250% | | 5/1/2044 | | | 277,643 | |
| 73,378 | | | Loan ID 201069 | | Fixed | | 4.625% | | 12/1/2044 | | | 65,294 | |
| TOTAL MORTGAGE NOTES (Cost - $151,125,966)* | | | 154,799,142 | |
| | | | | |
| OTHER INVESTMENTS* (Cost - $554,056)(a) - 0.4% | | | 560,700 | |
| | | | | |
| TOTAL INVESTMENTS (Cost - $151,680,022)(a) - 104.8% | | $ | 155,359,842 | |
| LIABILITIES LESS CASH AND OTHER ASSETS - (4.8)% | | | (7,167,802 | ) |
| NET ASSETS - 100.0% | | $ | 148,192,040 | |
ARM - Adjustable Rate Mortgage
| (a) | Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is the same as there are no book to tax differences. |
Unrealized appreciation: | | $ | 5,493,870 | |
Unrealized depreciation: | | | (1,814,050 | ) |
Net unrealized appreciation: | | $ | 3,679,820 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Statement of Assets and Liabilities (Unaudited) |
March 31, 2015 |
Assets: | | | | |
Investments at Value (identified cost $151,680,022) | | $ | 155,359,842 | |
Cash | | | 595,594 | |
Interest Receivable | | | 664,584 | |
Receivable for Securities Sold and Principal Paydowns | | | 1,368,269 | |
Receivable for Fund Shares Sold | | | 546,169 | |
Prepaid Expenses and Other Assets | | | 198,218 | |
Total Assets | | | 158,732,676 | |
| | | | |
Liabilities: | | | | |
Line of Credit | | | 5,412,570 | |
Payable for Securities Purchased | | | 5,000,000 | |
Accrued Advisory Fees | | | 115,706 | |
Accrued Security Servicing Fees | | | 6,538 | |
Accrued Shareholder Servicing Fees | | | 1,409 | |
Accrued Expenses and Other Liabilities | | | 4,413 | |
Total Liabilities | | | 10,540,636 | |
| | | | |
Net Assets | | $ | 148,192,040 | |
| | | | |
Composition of Net Assets: | | | | |
At March 31, 2015, Net Assets consisted of: | | | | |
Paid-in-Beneficial Interest | | $ | 143,350,637 | |
Accumulated Net Investment Income | | | 122,144 | |
Accumulated Net Realized Gain From Investments | | | 1,039,439 | |
Net Unrealized Appreciation on Investments | | | 3,679,820 | |
Net Assets | | $ | 148,192,040 | |
| | | | |
Net Asset Value Per Share | | | | |
Net Assets | | $ | 148,192,040 | |
Shares of Beneficial Interest Outstanding (no par value; unlimited shares authorized) | | | 13,039,051 | |
Net Asset Value and Repurchase Price per Share | | $ | 11.37 | |
Offering Price per Share (Maximum sales charge of 4.50%) | | $ | 11.91 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Statement of Operations (Unaudited) |
For the Six Months Ended March 31, 2015 |
Investment Income: | | | | |
Interest Income | | $ | 3,961,960 | |
Total Investment Income | | | 3,961,960 | |
| | | | |
Expenses: | | | | |
Investment Advisory Fees | | | 801,141 | |
Security Servicing Fees | | | 188,897 | |
Administration Fees | | | 59,778 | |
Transfer Agent Fees | | | 54,315 | |
Interest Expense | | | 40,174 | |
Trustees’ Fees | | | 37,124 | |
Custody Fees | | | 36,558 | |
Printing Expense | | | 29,924 | |
Legal Fees | | | 25,930 | |
Fund Accounting Fees | | | 22,365 | |
Line of Credit Fees | | | 19,996 | |
Non Rule 12b-1 Shareholder Servicing Expense | | | 18,413 | |
Registration and Filing Fees | | | 17,452 | |
Audit Fees | | | 17,189 | |
Insurance Expense | | | 15,956 | |
Chief Compliance Officer Fees | | | 13,261 | |
Other Loan Servicing Fees | | | 6,073 | |
Shareholder Servicing Fees | | | 409 | |
Miscellaneous Expense | | | 997 | |
Total Expenses | | | 1,405,952 | |
Less: Expenses Waived by Adviser | | | (158,422 | ) |
Net Expenses | | | 1,247,530 | |
Net Investment Income | | | 2,714,430 | |
| | | | |
Net Realized and Unrealized Gain on Investments: | | | | |
Net Realized Gain on Investments | | | 1,214,306 | |
Net Change in Unrealized Appreciation on Investments | | | 2,636,209 | |
Net Realized and Unrealized Gain on Investments | | | 3,850,515 | |
| | | | |
Net Increase in Net Assets Resulting From Operations | | $ | 6,564,945 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Statements of Changes in Net Assets |
| | For the Six Months | | | For the Year | |
| | Ended | | | Ended | |
| | March 31, 2015 | | | September 30, 2014 | |
| | (Unaudited) | | | | |
Operations: | | | | | | | | |
Net Investment Income | | $ | 2,714,430 | | | $ | 3,438,040 | |
Net Realized Gain on Investments | | | 1,214,306 | | | | 530,177 | |
Net Change in Unrealized Appreciation on Investments | | | 2,636,209 | | | | 828,698 | |
Net Increase in Net Assets | | | | | | | | |
Resulting From Operations | | | 6,564,945 | | | | 4,796,915 | |
| | | | | | | | |
Distributions to Shareholders From: | | | | | | | | |
Net Investment Income ($0.22 and $0.56 per share, respectively) | | | (2,592,286 | ) | | | (3,757,137 | ) |
Net Realized Gains ($0.04 and $0.05 per share, respectively) | | | (496,914 | ) | | | (254,224 | ) |
Total Distributions to Shareholders | | | (3,089,200 | ) | | | (4,011,361 | ) |
| | | | | | | | |
Beneficial Interest Transactions: | | | | | | | | |
Proceeds from Shares Issued | | | 38,169,667 | | | | 71,268,179 | |
Distributions Reinvested | | | 1,670,225 | | | | 2,305,559 | |
Cost of Shares Redeemed | | | (3,734,016 | ) | | | (5,735,581 | ) |
Total Beneficial Interest Transactions | | | 36,105,876 | | | | 67,838,157 | |
| | | | | | | | |
Total Increase in Net Assets | | | 39,581,621 | | | | 68,623,711 | |
| | | | | | | | |
Net Assets: | | | | | | | | |
Beginning of Period | | | 108,610,419 | | | | 39,986,708 | |
End of Period (including accumulated net investment income of $122,144 and $0, respectively) | | $ | 148,192,040 | | | $ | 108,610,419 | |
| | | | | | | | |
Share Activity | | | | | | | | |
Shares Issued | | | 3,384,378 | | | | 6,469,996 | |
Shares Reinvested | | | 148,228 | | | | 209,971 | |
Shares Redeemed | | | (328,838 | ) | | | (521,780 | ) |
Net Increase in Shares of Beneficial Interest Outstanding | | | 3,203,768 | | | | 6,158,187 | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Statement of Cash Flows (Unaudited) |
For the Six Months Ended March 31, 2015 |
Increase (Decrease) in Cash | | | | |
Cash Flows Provided by/(Used for) Operating Activities: | | | | |
Net Increase in Net Assets Resulting from Operations | | $ | 6,564,945 | |
| | | | |
Adjustments to Reconcile Net Increase in Net Assets Resulting from Operations to Net Cash Used for Operating Activities: | | | | |
| | | | |
Purchases of Long-Term Portfolio Investments | | | (51,480,439 | ) |
Proceeds from Sale of Long-Term Portfolio Investments and Principal Paydowns | | | 7,234,212 | |
Decrease in Interest Receivable | | | 622,769 | |
Increase in Receivable for Securities Sold and Principal Paydown | | | (765,783 | ) |
Increase in Receivable for Fund Shares Sold | | | (284,408 | ) |
Increase in Payable for Securities Purchased | | | 5,000,000 | |
Increase in Prepaid Expenses and Other Assets | | | (123,812 | ) |
Increase in Accrued Advisory Fees | | | 50,801 | |
Increase in Accrued Shareholder Servicing Fees | | | 409 | |
Decrease in Accrued Administration Fees | | | (15,398 | ) |
Increase in Accrued Fund Accounting Fees | | | 258 | |
Decrease in Accrued Transfer Agency Fees | | | (4,135 | ) |
Decrease in Accrued Security Servicing Fees | | | (12,947 | ) |
Decrease in Accrued Expenses and Other Liabilities | | | (43,011 | ) |
Net Amortization on Investments | | | 505,598 | |
Net Realized Gain on Investments | | | (1,214,306 | ) |
Change in Unrealized Appreciation on Investments | | | (2,636,209 | ) |
Net Cash Used for Operating Activities | | | (36,601,456 | ) |
| | | | |
Cash Flows Provided by (Used for) Financing Activities: | | | | |
Proceeds from Sale of Shares | | | 38,169,667 | |
Redemption of Shares | | | (3,734,016 | ) |
Dividends Paid to Shareholders, Net of Reinvestments | | | (1,418,975 | ) |
Net cash provided by Line of Credit | | | 1,912,570 | |
Net Cash Provided by Financing Activities | | | 34,929,246 | |
| | | | |
Net Decrease in Cash | | | (1,672,210 | ) |
Cash at Beginning of Period | | | 2,267,804 | |
Cash at End of Period | | $ | 595,594 | |
| | | | |
Supplemental Disclosure of Cash Flow Information: | | | | |
| | | | |
Non-Cash Financing Activities Included Reinvestment of Distributions During the Fiscal Period of $1,670,225. | | | | |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Financial Highlights |
|
The table below sets forth financial data for one share of beneficial interest outstanding throughout each period presented. |
| | Six Months | | | Year | | | Year | | | Period | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | March 31, 2015 | | | September 30, 2014 | | | September 30, 2013 | | | September 30, 2012** | |
| | (Unaudited) | | | | | | | | | | |
| | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 11.04 | | | $ | 10.87 | | | $ | 10.58 | | | $ | 10.00 | |
| | | | | | | | | | | | | | | | |
From Operations: | | | | | | | | | | | | | | | | |
Net investment income (a) | | | 0.24 | | | | 0.51 | | | | 0.50 | | | | 0.33 | |
Net gain from investments (both realized and unrealized) | | | 0.36 | | | | 0.27 | | | | 0.28 | | | | 0.44 | |
Total from operations | | | 0.60 | | | | 0.78 | | | | 0.78 | | | | 0.77 | |
| | | | | | | | | | | | | | | | |
Distributions to shareholders from: | | | | | | | | | | | | | | | | |
Net investment income | | | (0.23 | ) | | | (0.56 | ) | | | (0.42 | ) | | | (0.19 | ) |
Net realized gains | | | (0.04 | ) | | | (0.05 | ) | | | (0.07 | ) | | | — | |
Total distributions | | | (0.27 | ) | | | (0.61 | ) | | | (0.49 | ) | | | (0.19 | ) |
| | | | | | | | | | | | | | | | |
Net Asset Value, End of Period | | $ | 11.37 | | | $ | 11.04 | | | $ | 10.87 | | | $ | 10.58 | |
| | | | | | | | | | | | | | | | |
Total Return (b) | | | 5.45 | % (d) | | | 7.29 | % | | | 7.42 | % | | | 7.70 | % (d) |
| | | | | | | | | | | | | | | | |
Ratios/Supplemental Data | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000’s) | | $ | 148,192 | | | $ | 108,610 | | | $ | 39,987 | | | $ | 11,756 | |
Ratio of gross expenses to average net assets | | | 2.19 | % (c)(e) | | | 2.32 | % (e) | | | 3.20 | % | | | 9.42 | % (c) |
Ratio of net expenses to average net assets | | | 1.94 | % (c)(e) | | | 1.91 | % (e) | | | 1.85 | % | | | 1.85 | % (c) |
Ratio of net investment income to average net assets | | | 4.23 | % (c)(e) | | | 4.68 | % (e) | | | 4.61 | % | | | 4.21 | % (c) |
Portfolio turnover rate | | | 5.12 | % (d) | | | 8.37 | % | | | 11.68 | % | | | 1.50 | % (d) |
| ** | The Fund commenced operations on December 30, 2011. |
| (a) | Per share amounts are calculated using the average shares method, which more appropriately presents the per share data for the period. |
| (b) | Total returns are historical in nature and assume changes in share price, reinvestment of dividends and capital gains distributions, if any, and excludes the effect of sales charges. Had the Adviser not waived expenses, total returns would have been lower. |
| (e) | Ratio includes 0.09% for the six months ended March 31, 2015 and 0.06% for the year ended September 30, 2014 attributed to interest expense and fees. |
The accompanying notes are an integral part of these financial statements.
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited) |
March 31, 2015 |
Vertical Capital Income Fund (the “Fund” or the “Trust”), was organized as a Delaware statutory trust on April 8, 2011 and is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as a diversified, closed-end management investment company that operates as an interval fund with a continuous offering of Fund shares. The investment objective of the Fund is to seek income. The Fund commenced operations on December 30, 2011. The Fund currently offers shares at net asset value plus a maximum sales charge of 4.50%.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies followed by the Fund in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Security Valuation
Mortgage Notes – The Fund utilizes a proprietary discounted cash flow model to value its Mortgage Notes. Vertical Capital Asset Management, LLC. (“the Adviser”) uses the model daily to calculate net present value of discounted cash flows based on a combination of servicing data (maturity dates, rates, loan type, etc.) that is fed into the pricing model along with various readily available inputs including yield curves, prepayment speeds, default rates and loss severity assumptions. The future expected cash flows and related treasury yields are also utilized to compare with each individual Mortgage Note yield in the model. That yield is determined as a spread to the interpolated treasury curve, based on market knowledge of the collateral type, prepayment history, average life, and credit quality. The combination of loan level criteria and daily market adjustments produces a daily price for each Mortgage Note relative to current public market conditions.
Prior to purchase, each Mortgage Note goes through a due diligence process that includes considerations such as underwriting borrower credit, employment history, property valuation, and delinquency history with an overall emphasis on repayment of the Mortgage Notes. The purchase price of the Mortgage Notes reflects the overall risk relative to the findings of this due diligence process.
The Fund will invest primarily in Mortgage Notes secured by residential real estate. The market or liquidation value of each type of residential real estate collateral may be adversely affected by numerous factors, including rising interest rates; changes in the national, state and local economic climate and real estate conditions; perceptions of prospective buyers of the safety, convenience and attractiveness of the properties; maintenance and insurance costs; changes in real estate taxes and other expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; and other factors beyond the control of the borrowers.
The Fund’s investments in Mortgage Notes are subject to liquidity risk because there is a limited secondary market for Mortgage Notes. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.
Securities for which current market quotations are not readily available, such as the Mortgage Notes the Fund invests in, or for which quotations are not deemed to be representative of market values are valued at fair value as determined in good faith by or under the direction of the Trust’s Board of Trustees (the “Board”) in accordance with the Trust’s Portfolio Securities Valuation Procedures (the “Procedures”). The Procedures consider, among others, the following factors to determine a security’s fair value: the nature and pricing history (if any) of the
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
security; whether any dealer quotations for the security are available; and possible valuation methodologies that could be used to determine the fair value of the security. As described above, the Mortgage Notes, which are fair valued daily, are priced by the Adviser and through a proprietary discounted cash flow model, under the direction of the Board.
The Fund’s senior management contracted with LCAP Advisors to create an asset valuation model along with policies and maintenance procedures for the Fund. The valuation procedures and the Model are reviewed and maintained on a daily basis within the management of the Fund. Any calibrations or adjustments to the model, that may be necessary are done on an as needed basis to ensure accurate pricing. Financial markets are monitored daily by the Adviser relative to interest rate environment along with third party data from the U.S. Department of the Treasury, Reuters and Moody’s which is uploaded into the pricing model along with a daily loan servicing tape. In addition to the readily available data from the financial markets, the Adviser uses a number of pricing criteria that represent the Adviser’s 30 years of credit and collateral underwriting experience related to mortgage notes to accurately value the Mortgage Notes.
The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 – Other significant observable inputs other than quoted prices included in Level 1 for the asset or liability, either directly or indirectly. These inputs may include quoted prices for similar investments or identical investments in an active market, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Significant unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. The following tables summarize the inputs used as of March 31, 2015 for the Fund’s assets measured at fair value:
Assets | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Mortgage Notes | | $ | — | | | $ | — | | | $ | 154,799,142 | | | $ | 154,799,142 | |
Other Investments | | | — | | | | — | | | | 560,700 | | | $ | 560,700 | |
Total | | $ | — | | | $ | — | | | $ | 155,359,842 | | | $ | 155,359,842 | |
There were no transfers between levels during the current period presented. It is the Fund’s policy to record transfers into or out of levels at the end of the reporting period.
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
The following is a reconciliation of assets in which Level 3 inputs were used in determining value:
| | | | | | | | | |
| | Mortgage Notes | | | Other Investments | | | Total | |
Beginning Balance | | $ | 107,654,564 | | | $ | 110,716 | | | $ | 107,765,280 | |
Net realized gain (loss) | | | 1,215,370 | | | | — | | | | 1,215,370 | |
Change in unrealized appreciation (depreciation) | | | 1,540,914 | | | | (1,033 | ) | | | 1,539,881 | |
Cost of purchases | | | 51,480,439 | | | | — | | | | 51,480,439 | |
Proceeds from sales and principal paydowns | | | (7,854,952 | ) | | | — | | | | (7,854,952 | ) |
Amortization | | | 1,213,507 | | | | 317 | | | | 1,213,824 | |
Net Transfers in/out of level 3 | | | (450,700 | ) | | | 450,700 | | | | — | |
Ending balance | | $ | 154,799,142 | | | $ | 560,700 | | | $ | 155,359,842 | |
The total change in unrealized appreciation (depreciation) included in the Statement of Operations attributable to Level 3 investments still held at March 31, 2015 is $1,692,302.
The following table provides quantitative information about the Fund’s Level 3 values, as well as its inputs, as of March 31, 2015. The table is not all-inclusive, but provides information on the significant Level 3 inputs.
| | | | | | | Weighted | |
| | | | | | Range of | Average of | |
| | | | | Unobservable | Unobservable | Unobservable | |
| | Value | | Valuation Technique | Inputs | Inputs | Inputs | |
Mortgage Notes | | $ | 154,799,142 | | Comprehensive pricing model with emphasis on discounted cash flows | Constant prepayment rate | 0-200 | | 3.79 | |
| | | | | | Comparability adjustment | .5% - 27% | | 6 | % |
Closing Balance | | $ | 154,799,142 | | | | | | | |
A change to the unobservable input may result in a significant change to the value of the investment as follows:
| | Impact to Value if Input | | Impact to Value if Input |
Unobservable Input | | Increases | | Decreases |
Constant prepayment rate | | Increase | | Decrease |
Comparability adjustment | | Decrease | | Increase |
Cash and Cash Equivalents – Cash and cash equivalents include cash and overnight investments in interest-bearing demand deposits with a financial institution with maturities of three months or less. The Fund maintains deposits with a high quality financial institution in an amount that is in excess of federally insured limits.
Security Transactions and Investment Income – Investment security transactions are accounted for on a trade date basis. Cost is determined and gains and losses are based upon the specific identification method for both financial statement and federal income tax purposes. Interest income is recorded on the accrual basis. Paydown gains and losses are recorded as interest income. Purchase discounts and premiums on securities are accreted and amortized over the life of the respective securities.
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
Credit Facility – The Fund has entered into a revolving line of credit agreement with Sunwest Bank for investment purposes subject to the limitations of the 1940 Act for borrowings. The maximum amount of borrowing allowed under the agreement is the lesser of $15,000,000 or 33 1/3% of the Fund’s gross assets. The Fund will be charged an annual fee of $25,000 for this agreement. Borrowings under this agreement bear interest at a rate equal to the Wall Street Journal Prime, with a floor rate of 3.25%, per annum, on the principal balance outstanding. During the six months ended March 31, 2015, the Fund utilized the line of credit. The average amount of borrowing for the period was $6,571,641 and the total interest expense for the six months was $40,174. As of March 31, 2015, the Fund had an outstanding loan balance of $5,412,570.
Federal Income Taxes – The Fund intends to continue to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and will distribute all of its taxable income, if any, to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.
The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken by the Fund in its 2012 - 2014 tax returns or expected to be taken in the Fund’s 2015 tax returns. The Fund identified its major tax jurisdictions as U.S. Federal, and foreign jurisdictions where the Fund makes significant investments; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.
Distributions to Shareholders – Distributions from investment income, if any, are declared and paid monthly and are recorded on the ex-dividend date. The Fund will declare and pay net realized capital gains, if any, annually. The character of income and gains to be distributed is determined in accordance with federal income tax regulations, which may differ from GAAP. These “book/tax” differences are considered either temporary (i.e., deferred losses, capital loss carry forwards) or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require classification.
Indemnification – The Trust indemnifies its officers and Trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, management of the Fund expects the risk of loss due to these warranties and indemnities to be remote.
| 3. | INVESTMENT IN RESTRICTED SECURITIES |
Notes secured by a mortgage or deed of trust held by the Fund (“Restricted Securities”), while exempt from registration under the Securities Act of 1933, (the “1933 Act”), are subject to certain restrictions on resale and cannot be sold publicly. The Fund may invest in Restricted Securities that are consistent with the Fund’s investment objectives and investment strategies. Investments in Restricted Securities are valued at fair value as determined in good faith in accordance with procedures adopted by the Board of Trustees. The Fund has no rights to compel the obligor or issuer of a Restricted Security to register such a Restricted Security under the 1933 Act.
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
| 4. | ADVISORY FEE AND OTHER RELATED PARTY TRANSACTIONS |
The business activities of the Fund are overseen by the Board, which is responsible for the overall management of the Fund. Vertical Capital Asset Management, LLC serves as the Fund’s Investment Adviser.
Advisory Fees - Pursuant to an Advisory Agreement with the Fund, the Adviser, under the oversight of the Board, directs the daily operations of the Fund and supervises the performance of administrative and professional services provided by others. As compensation for its services and the related expenses borne by the Adviser, the Fund pays the Adviser a management fee, computed and accrued daily and paid monthly, at an annual rate of 1.25% of the average daily net assets of the Fund. For the six months ended March 31, 2015, the Adviser earned advisory fees of $801,141.
The Adviser has contractually agreed to waive all or part of its management fees and/or make payments to limit Fund expenses (exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, expenses of investing in Underlying Funds, or extraordinary expenses such as litigation) at least until January 31, 2016, so that the total annual operating expenses of the Fund do not exceed 1.85% of the average daily net assets of the Fund and 2.50% through at least April 30, 2024. Waivers and expense reimbursements may be recouped by the Adviser from the Fund, to the extent that overall expenses fall below the expense limitation, within three years of when the amounts were waived. For the six months ended March 31, 2015, the Adviser waived advisory fees of $158,422. Expenses subject to recapture by the Adviser amounted to $252,754 that will expire on September 30, 2015, $298,390 that will expire on September 30, 2016 and $299,897 that will expire on September 30, 2017.
Distributor – The distributor of the Fund is Northern Lights Distributors, LLC (the “Distributor”). The Board of Trustees of the Fund has adopted, on behalf of the Fund, a Shareholder Servicing Plan to pay for certain shareholder services. Under the Plan, the Fund will pay 0.01% per year of its average daily net assets for such shareholder service activities. For the six months ended March 31, 2015, the Fund incurred shareholder servicing fees of $409.
In addition, certain affiliates of the Distributor provide services to the Fund as follows:
Gemini Fund Services, LLC (“GFS”), an affiliate of the Distributor, provides administration, fund accounting, and transfer agent services to the Trust. Pursuant to separate servicing agreements with GFS, the Fund pays GFS customary fees for providing administration, fund accounting and transfer agency services to the Fund. A Trustee and certain officers of the Fund are also officers of GFS, and are not paid any fees directly by the Fund for serving in such capacities.
Northern Lights Compliance Services, LLC (“NLCS”) - NLCS, an affiliate of GFS and the Distributor, provides a Chief Compliance Officer to the Trust, as well as related compliance services, pursuant to a consulting agreement between NLCS and the Trust. Under the terms of such agreement, NLCS receives customary fees from the Fund.
Gemcom, LLC (“Gemcom”) - Gemcom, an affiliate of GFS and the Distributor, provides EDGAR conversion and filing services as well as print management services for the Fund on an ad-hoc basis. For the provision of these services, Gemcom receives customary fees from the Fund.
Security Servicing Agent – The Fund pays Vertical Recovery Management, LLC (“VRM”) a fee equal to 0.25% of the Fund’s average daily net assets for the collections from and maintenance of its securities by providing services such as contacting delinquent borrowers and managing the foreclosure process or other recovery processes for the Fund in the event of a borrower’s default. VRM is an affiliate of the Adviser. For the six months ended March 31, 2015, the Fund incurred security servicing fees of $188,897.
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
Trustees – The Fund pays each Trustee who is not affiliated with the Trust or Adviser a quarterly fee of $5,000, as well as reimbursement for any reasonable expenses incurred attending meetings. The “interested persons” who serve as Trustees of the Trust receive no compensation for their services as Trustees. None of the executive officers receive compensation from the Trust.
| 5. | INVESTMENT TRANSACTIONS |
The cost of purchases and proceeds from sales and paydowns of securities, other than U.S. Government securities and short-term investments, for the six months ended March 31, 2015 amounted to $51,480,239 and $6,881,578, respectively.
Pursuant to Rule 23c-3 under the Investment Company Act of 1940, as amended, the Fund offers shareholders on a quarterly basis the option of redeeming shares, at net asset value, of no less than 5% and no more than 25% of the shares outstanding. There is no guarantee that shareholders will be able to sell all of the shares they desire in a quarterly repurchase offer, although each shareholder will have the right to require the Fund to purchase up to and including 5% of such shareholder’s shares in each quarterly repurchase. Limited liquidity will be provided to shareholders only through the Fund’s quarterly repurchases.
During the six months ended March 31, 2015, the Fund completed four quarterly repurchase offers. In those offers, the Fund offered to repurchase up to 5% (and an additional 2% at the Fund’s discretion) of the number of its outstanding shares as of the Repurchase Pricing Dates. The results of those repurchase offers were as follows:
| | Repurchase Offer #1 | | | Repurchase Offer #2 | |
| | | | | | | | |
Commencement Date | | | 12/15/14 | | | | 03/20/15 | |
Repurchase Request Deadline | | | 01/20/15 | | | | 04/24/15 | |
Repurchase Pricing Date | | | 01/20/15 | | | | 04/24/15 | |
Net Asset Value as of Repurchase Pricing Date | | $ | 11.40 | | | $ | 11.51 | |
Amount Repurchased | | $ | 1,790,602 | | | $ | 8,367,814 | |
Percentage of Outstanding Share Repurchased | | | 1.31 | % | | | 5.41 | % |
| 7. | DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL |
The tax character of distributions for the following years was as follows:
| | Fiscal Year Ended | | | Fiscal Year Ended | |
| | September 30, 2014 | | | September 30, 2013 | |
Ordinary Income | | $ | 3,881,567 | | | $ | 1,017,974 | |
Long-Term Capital Gain | | | 129,794 | | | | — | |
| | $ | 4,011,361 | | | $ | 1,017,974 | |
As of September 30, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed | | | Undistributed | | | Capital Loss | | | Other | | | Post October Loss | | | Unrealized | | | Total | |
Ordinary | | | Long-Term | | | Carry | | | Book/Tax | | | and | | | Appreciation/ | | | Accumulated | |
Income | | | Gains | | | Forwards | | | Differences | | | Late Year Loss | | | (Depreciation) | | | Earnings/(Deficits) | |
$ | 79,247 | | | $ | 242,800 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,043,611 | | | $ | 1,365,658 | |
Vertical Capital Income Fund |
Notes to Financial Statements (Unaudited)(Continued) |
March 31, 2015 |
Permanent book and tax differences, primarily attributable to the reclassification of Fund distributions, resulted in reclassification for the year ended September 30, 2014 as follows:
Paid | | | Undistributed | | | Accumulated | |
In | | | Net Investment | | | Net Realized | |
Capital | | | Income (Loss) | | | Gains (Loss) | |
$ | — | | | $ | 207,702 | | | $ | (207,702 | ) |
| 8. | AFFILIATED BROKER COMMISIONS |
During the six months ended March 31, 2015, Vertical Recovery Management LLC, an affiliate of the Adviser, provided execution support and trade settlement services on behalf of the Fund. Vertical Recovery Management, LLC received $511,613 in trade-related payments and fees (brokerage commissions).
The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, the Fund is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Management has determined that there were no subsequent events to report through the issuance of these financial statements.
Vertical Capital Income Fund |
Disclosure of Fund Expenses (Unaudited) |
March 31, 2015 |
As a shareholder of the Fund, you incur (i) transaction costs, such as sales loads and (ii) ongoing costs, including management fees, distribution and/or service fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. Please note, the expenses shown in the tables are meant to highlight ongoing costs only and do not reflect any transactional costs.
This example is based on an investment of $1,000 invested for the period of time as indicated in the table below.
Actual Expenses: The first line of the table provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.
Hypothetical Examples for Comparison Purposes: The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs which may be applicable to your account. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | Beginning | | | | Expenses Paid During |
| | Account | | Ending Account | | the Period* |
| | Value | | Value | | (10/1/14 to |
| | (10/1/14) | | (3/31/15) | | 3/31/15) |
Actual | | $1,000.00 | | $1,054.50 | | $ 9.48 |
Hypothetical | | | | | | |
(5% return before expenses) | | $1,000.00 | | $1,015.71 | | $ 9.30 |
| * | Expenses Paid During the Period are equal to the average account value over the period, multiplied by the Fund’s annualized expense ratio of 1.85% multiplied by the number of days in the period (182) divided by the number of days in the fiscal year (365). |
PORTFOLIO COMPOSITION** (Unaudited) |
|
Mortgage Notes | | | 99.6 | % |
Other Investments | | | 0.4 | % |
| | | 100.0 | % |
** Based on Portfolio Market Value as of March 31, 2015
Supplemental Information (Unaudited) |
FACTORS CONSIDERED BY THE INDEPENDENT TRUSTEES IN RENEWAL OF THE INVESTMENT ADVISORY AGREEMENT*
In connection with a meeting of the Board of Trustees of the Trust held on November 14, 2014 (the “Meeting”), the Board, including the Independent Trustees, discussed the renewal of a Management Agreement (the “Agreement”) between the Trust and Vertical Capital Asset Management, LLC (the “Adviser”), on behalf of the Vertical Capita Income l Fund (the “Fund”). In considering the Agreement, the Board interviewed representatives of the Adviser and received materials specifically relating to the Agreement. In its consideration of the Agreement, the Board, including the Independent Trustees, did not identify any single factor as all-important or controlling, and the following summary does not detail all the matters considered. Matters considered by the Board, including the Independent Trustees, in connection with its approval of the Agreement included the following:
Nature, Extent and Quality of Services. The Board examined the nature, extent and quality of the services provided by the Adviser to the Fund. The Trustee’s discussed the Adviser’s robust and rigorous investment process, the level of detail the Adviser puts into its analysis of each note representing loans in the Fund’s portfolio, and the Adviser’s efforts to maximize the Fund’s performance by sourcing notes including those representing impaired and delinquent loans. The Board also noted that the Adviser has built a strong team to handle the growth of the Fund. The Board concluded that they were satisfied the Adviser will continue to deliver a high quality of services to the Fund and its shareholders.
Performance of the Adviser. The Trustees then reviewed the performance of the Fund over various time periods relative to the Barclay’s Capital U.S. MBS Index and noted its outperformance over the Index during all periods presented, including since the Fund’s inception. The Board also noted the Fund’s performance at fiscal year-end compared to a group of closed-end mortgage related funds and noted it underperformed relative to the exchange-traded quasi-peer group average and interval funds quasi-peer group average but exceeded the exchange-traded quasi-peer group and interval funds quasi-peer group minimum. The Trustees considered the different characteristics of the Fund relative to the quasi-peer groups, the and Trustees concluded that they were satisfied with the Fund’s performance.
Fees and Expenses. The Trustees reviewed information regarding comparative fees charged by advisers to a group of mortgage related closed-end funds. The Trustees noted that the Adviser’s fees were lower than the average for the exchange-traded closed-end funds and lower than the average of the selected group of closed-end interval funds; and the Fund’s operating expenses were also lower than the average of these groups. Additionally, the Trustees noted the Fund benefits from an expense limitation agreement provided by the Adviser. The Trustees further noted that management was willing to discuss breakpoints as the Fund grows. It was the consensus of the Board that, based on the Fund’s unique strategy, the specialized nature of the Fund and the Adviser’s experience and expertise, the management fee and expenses were reasonable.
Profitability. The Board reviewed a profitability analysis provided by the Adviser, which disclosed that the Adviser had waived a portion of its advisory fees since the Fund’s inception. The Board discussed the other revenue received by the Adviser and its affiliate for services delivered to the Fund, as well as other Fund related expenses incurred by the Adviser. The Trustees concluded that the Adviser had not directly profited from its relationship with the Fund.
Economies of Scale. The Trustees concluded that, based on current asset levels and total expenses, the benefits to be derived from economies of scale were not relevant considerations at this time; but they would re-examine the issue in the future following any significant growth in Fund assets or a change in circumstances related to economics. The Trustees agreed that, as the Fund grows, the Adviser, may not achieve meaningful economies because the Fund invests in small individual notes and therefore, the work load will increase proportionately with the Fund’s growth.
Conclusion. Having requested and received such information from the Adviser as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board, including the Independent Trustees, concluded that the advisory fee structure is reasonable.
| * | Due to the timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Fund. |
Vertical Capital Income Fund |
|
Change in Accountants (Unaudited) |
March 31, 2015 |
On February 19, 2015, BBD LLP (“BBD”) resigned as the Fund’s auditor.
BBD’s reports on the Fund’s financial statements for the periods prior to October 1, 2014 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.
During the periods ended prior to October 1, 2014, there were no disagreements between the Fund and BBD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BBD, would have caused it to make reference to the subject matter of the disagreement in its report on the financial statements for such period.
During the periods ended prior to October 1, 2014, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
PRIVACY NOTICE
Rev. May 2012
FACTS | WHAT DOES VERTICAL CAPITAL INCOME FUND DO WITH YOUR PERSONAL INFORMATION? |
| |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: |
| |
| ■ | Social Security number | ■ | Purchase History |
| | | | |
| ■ | Assets | ■ | Account Balances |
| | | | |
| ■ | Retirement Assets | ■ | Account Transactions |
| | | | |
| ■ | Transaction History | ■ | Wire Transfer Instructions |
| | | | |
| ■ | Checking Account Information | | |
| |
| When you are no longer our customer, we continue to share your information as described in this notice. |
| |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Vertical Capital Income Fund chooses to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does Vertical Capital Income Fund share? | Can you limit this sharing? |
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
For our marketing purposes – to offer our products and services to you | No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – information about your transactions and experiences | No | We don’t share |
For our affiliates’ everyday business purposes – information about your creditworthiness | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-866-277-VCIF |
Rev. May 2012
Who we are |
Who is providing this notice? | Vertical Capital Income Fund |
What we do |
How does Vertical Capital Income Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information. |
How does Vertical Capital Income Fund collect my personal information? | We collect your personal information, for example, when you ■ Open an account ■ Provide account information ■ Give us your contact information ■ Make deposits or withdrawals from your account ■ Make a wire transfer ■ Tell us where to send the money ■ Tells us who receives the money ■ Show your government-issued ID ■ Show your driver’s license We also collect your personal information from other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only ■ Sharing for affiliates’ everyday business purposes – information about your creditworthiness ■ Affiliates from using your information to market to you ■ Sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. |
Definitions |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. ■ Vertical Capital Income Fund does not share with our affiliates. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies ■ Vertical Capital Income Fund does not share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Vertical Capital Income Fund doesn’t jointly market. |
| | | | | |
How to Obtain Proxy Voting Information
Information regarding how the Fund votes proxies relating to portfolio securities for the 12 month period ended June 30th as well as a description of the policies and procedures that the Fund used to determine how to vote proxies is available without charge, upon request, by calling 1-866-277-VCIF by referring to the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.
How to Obtain 1st and 3rd Fiscal Quarter Portfolio Holdings
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-866-277-VCIF.
|
Investment Adviser |
Vertical Capital Asset Management, LLC |
20 Pacifica, Suite 190 |
Irvine, CA 92618 |
|
Administrator |
Gemini Fund Services, LLC |
80 Arkay Drive |
Hauppauge, NY 11788 |
Item 2. Code of Ethics. Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert. Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services. Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments. See Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds. Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable for semi-annual reports.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable.
Item 10. Submission of Matters to a Vote of Security Holder. None.
Item 11. Controls and Procedures.
(a) Based on an evaluation of the Registrant’s disclosure controls and procedures as of a date within 90 days of filing date of this Form N-CSR, the principal executive officer and principal financial officer of the Registrant have concluded that the disclosure controls and procedures of the Registrant are reasonably designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported by the filing date, including that information required to be disclosed is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report (in the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certification(s) required by Section 302 of the Sarbanes-Oxley Act of 2002 (and Item 11(a)(2) of Form N-CSR) are filed herewith.
(a)(3) Not applicable.
(b) Certification(s) required by Section 906 of the Sarbanes-Oxley Act of 2002 (and Item 11(b) of Form N-CSR) are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Vertical Capital Income Fund
By (Signature and Title)
* /s/Bayard Closser
Bayard Closser, Principal Executive Officer
Date 6/4/15
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)
* /s/Bayard Closser
Bayard Closser, Principal Executive Officer
Date 6/4/15
By (Signature and Title)
* /s/Bayard Closser
Bayard Closser, Principal Financial Officer
Date 6/4/15
* Print the name and title of each signing officer under his or her signature.